The dark silent one
by bigbook29
Summary: An H.P. Lovecraft/ My little Pony crossover. Telling the tell through the eyes of Zushakon, god of death, as he awakens to find...the world he was on...has changed. Warning: Gore/ Character that's will either die or every injured...basic H.P Lovecraft stuff. please leave a review for your thoughts.
1. Call of Zushakon

**It seems it finally has happened. It seemed that R'yeh**

 **has risen from the sea. And Cthulhu walks this world...what did the human's called it...'Earth'...doesn't matter.**

 **Never did saw the reason to come out...I enjoy it here. No light, barley any annoying things to brother me...then again I can do without the humans that come here every couple of...what's that called..."centuries"...right.**

 **Hmmm...how are the humans handling this. They're such a...tiny minded race. Are they even around anymore? Or did they die off from each other...no...they probably are alive, they have an act for surviving each other, with all those...wars they have.**

 **I can almost feel pity for them. Never before has there ever been such a self-destructive and arrogant race that I've seen seen. Didn't help they keep going on and on with their cults. Calling me the god of death and darkness. They try flattering me all they want by praying to me, and sacrificing their own people for me.**

 **"Praise Zushakon, let he destroy everything of light." Most humans would call out. Chant and screaming nearly every second of each day.**

 **Disgusting.**

 **I still remember the ones that had met me.**

 **Most end would ripped their own eyes out, eat their own flesh, try to..."mate" with each other forcibly. If I had the organs to, I throw up just thinking about it.**

 **They were a certain few...that were different though. All seeming to have a higher intelligent of the norm...well as high as a human's could go.**

 **I believe he was called...Detective Doctor Anton Zarnak...what a strange title or name. He witness an avatar of myself and instead of becoming insane or trying to worship me...he stood against me.**

 **I like that.**

 **Since then...I might admit I grew a silent curiously for the humans after.**

 **However he died in a few short years after.**

 **Humans live such short lives...Oh well.** The great old one's thoughts were cut as he hears sounds from above him of humans screaming in agony and madness.

"AHHHHHHH God please help me please!" A human's voice screams as he sounded to be scared, before a loud splat sound came next, most-likely stepped on by one of Cthulhu's larger Star spawn.

 **Well that human was done for. Such a weak race...I wonder who will take their place once their gone...those...what are they called..."aeps"...no "Apes" right-right...Perhaps those insects...maybe the creatures of the sea will come...Cthulhu well no doubt enjoy that. And it well be good for the Deep ones...OH maybe a Shoggoth well wander here, they are a joy to speak wit-**

A massive shake of the world, knocks that thought off of Zushakon mind. Taking a moment to compose himself he continues, as a loud roar was heard above him.

 **It seems the humans have used their..."Nuclear weapons" I believe to try and kill an Great Old One...I think it was "Yig" as the humans call him, judging by the roar.**

 **...I wonder how mother and Father are doing.**

 **Father may be out right now...probably thinking up a way to kill his half-brother Cthulhu...still strange to remember being the half-nephew of the most powerful old one of all. And the son of the Second most powerful...Yet father would still try to see if I could spend time with me...probably saw how Humans were and hopping I didn't grew up to be an enemy for him.**

 **As for mother, who knows, probably somewhere far away being "The Black Goat of the Woods with a Thousand Young"...to this day I still don't understand the reasoning behind the humans title for her...but it is amusing to call her that and have her anger-**

Another shake but this time...Zushakon feels something odd...before he realizes what it was.

 **What is this...MOTHER! What is she doing her!? A-...no...no...NO! WHAT ARE THE OUTER GODS DOING HERE! Zushakon mind begins to panic as he begins to feel more and more on this planet. The Outer Gods were to them as they were to humans... A Great Old One being nothing to their eyes...**

 **What could have cause their reason to be here!?**

Suddenly a voice spoke. "Hello their Zushakon."

Hearing the voice Zushakon focuses to the source that dare called to him as he was...standing in the middle of his home.

It was a human. Some 'African American' male, wearing old clothing that stood in Zushakon's home. He was tall, slim, and look to be a joyous man.

 **A human...here. How dare you enter my domain...how did I not notice you before?!** Zushakon thinks as he became confuse. Any human would go mad apond looking at a Great Old One...and yet...this one stood his ground.

Zushakon begins to feel...fear. Something was wrong...he could feel it on the planet he was on that something wasn't right.

"Now-now their isn't a reason to be angered...just came to tell you of...the end." The human spoken as, his body just rips apart,showing just it was. A Creature that was white in color and look to be of several tentacles with many mouths and 'human-like' arms.

 **N-N-Nyarlathotep!** Zushakon shouts in his mind in shock

If one were to make a human quote for what Zushakon was feeling right now...it be 'Sh#tting bricks'. Nyarlathotep is a outer god...a being a billion times more power then Zushakon could ever hopped to be.

Before he could tell what happened, Zushakon falls to the floor of his cave changing his very form to his avatar, a hooded figure with large black wings, as light filled the room.

Horrible...horrible light. Thousand times bright then even the largest sun.

Nyarlathotep takes another form again, this time to a different human,a haughty Egyptian pharaoh wearing a brightly colored robe, before stomping on Zushakon's head.

"Ah...what reason do you have of this!?"" Zushakon cried out, feeling the pain that any other being would feel in his position.

He could hear Nyarlathotep laugh. "Simply a favor given to me by Cthugha...really doesn't like you that one...nothing personal...but having a great old one own you one, could be amusing for future plans."

Zushakon could barley move as it felt like spikes were stabbing into his body, pinning him to the ground. Though it was a blow to his pride...Zushakon did something he would never want to do...beg.

"Please oh powerful Nyarlathotep...please allow such a...weak...and...useless being such as myself...live...I've done nothing to anything and seemly wish to be left to my own. I beg of you."

Zushakon hated every second of it, but it seemed to work as Nyarlathotep let his foot off and began laughing.

"HAHAHAHAHAHAHAHAHAHA The great god of death, son of Hastur, nephew of Cthulhu begging for his life...HAHAHAHA ohhhh, that's funny."

Nyarlathotep laughs up, as he brings to walk away, destroying all the light that was around them. "Wait...I-I'm still trapped!" Zushakon cried out as Nyarlathotep continues to walk.

"If I remember right you wanted to live...well you are, just gonna keep you stuck there till my favor is re-payed...don't worry it won't take long...probably...and if it doesn't well...hahahaha." Nyarlathotep spoke laughing more, as he creates a opening out of the cave for himself. Don't worry you'll gain your powers back, and even your original form...probably in the next hmmmm...billions of years...you just need to wait...bye."

And that's what Zushakon did. He waited. And waited and waited, for many...many years. Longer then Nyarlathotep said.

In that time he did recover his powers...but was still trapped, unable to changed his form nor escape...all the while feeling the earth and everything changed.

The problem was...he didn't know how.

It's been many years and Zushakon feels something that cause him confusion. He couldn't feel his father...nor mother...no Great Old One or Outer God at all anymore.

It didn't make sense beings of that kind of power couldn't just...disappear. But there was nothing he could do...he was still trapped. The only thing keeping his insanity in check was a song he once heard several humans sing from time to time.

 **9,455,456,767,667,665,356,245 bottles of beer on the wall, 9,455,456,767,667,665,356,245 bottles of beer, you take one down past it around 9,455,456,767,667,665,356,244 beers on the wall...9,455,456,767,667,665,356,244 bottles of beer on the wal-**

It was then that something happened, he hears the sounds of...something coming. Whatever it may be it was intelligent enough to speak.

"Are you sure there is gems down here?" One voice spoke. "Of course there is, you dumb moron!" An annoying one spoke.

 **Might need to change my thoughts on the intelligent enough to speak thing.**

It was there some banging noise was heard before a wall was broken in, showing light right on Zushakon's human forms face. It was there Zushakon could see who they were.

 **They seemed to be a mix of humans and canines. There were three of them...and as it seemed be smaller then his human form standing up, by at least a two feet, as the humans would measure things.**

"I really think this isn't good, it's very dark in here." One spoke as they looked around the room. "My eyes feel funny." Another spoke, as he began to feel his eyes itch.

 **No...** **yuhaknta** **it...I can't scare them off...pull back...pull BACK.** Zushakon commanded his powers, making sure his only ways of being free aren't lost to him.

"You two are just being cats!" The smallest of them said as he walked in, holding a lantern. Before looking around and sniffing the air. "We are not alone here. Find trespasser, NOW!" The small one screamed as the other two do as he said.

It was there Zushakon realize this was his real chance, either get help...or be stuck for another trillions of years or more.

 **Okay whatever they are, they speak in a human tongue that can't be too hard...But I had to be careful in...trying to communicant with these...creatures. Something that most humans would know, maybe they know too.**

"ph'nglui mglw'nafh Cthulhu R'lyeh wgah'nagl fhtagn." Zushakon spoke out using his avatar's body to speak in human tongue.

 **I still cannot believe how hard it is to say that in human tongue, I'm pretty sure I mispronounced it. Ohhh uncle would be disappointed. But maybe they unde-**

"What was that!" The small one screamed as he looked around, already scared. "Monster? Theirs monsters here!?" Another shouted scared.

 **Well there goes that plan...maybe something a bit more...human, is better.** Zushakon thinks before remembering some of the language that humans spoke near him. He just hopped he could still speak it.

"Uh...Ayuda ! Ayúdame ! Humano en peligro ! Tengo golosinas para perros !" Zushakon spoke, surprising himself by how easy it was to speak like that.

 **Hmm guess those brown humans were useful.**

"Something is here!" The dog creatures scream, as one runs out, screaming. "No gems worth monsters!" The other screamed running to.

"CATS, BOTH OF YOUR ARE JUST CATS!" the small one screams looking around the room still afraid.

 **gof'nn taoga basta!** **Err...this is getting TOO frustrating! This shouldn't be so hard, I thought most humans spoke this? What was that other way they spoke...ummm...ummm...**

Clearing his Avatars throat Zushakon said. "Help...need hep here...please!"

The dog being heard this and moved to where he heard the voice, finding Zushakon in his human form, with the spikes coming out of his back. "Help me...please!" The dog actually helps, taking the spikes out of his body and spoke. "You strange creature, but you help find gems right?!" It says with, what Zushakon could tell, a smug grin.

Zushakon just stares at him.

 **I can murder this thing and his whole race just for that alone...trying to command a Great Old One...but he did save me...** With that Zushakon stands up and to one of the pillars holding the room. **He wants gems...he'll get them.**

With a single tap of his knuckles to a nearby pillar, it explodes. Showing a large pillar of gems underneath. "HOHHOHOHOH!" The dog...laughs, Zushakon thinks, as he moves to the pillar. "GEMS-GEMS-GEMS, more then stupid Pony showed."

 **Pony?**

"All the time with her whining and whining, too much trouble! Then others came, started causing more trouble, with Unicorn and Pegasus." The dog said breaking off pieces of the gem and looking at it with it's lantern.

Though Zushakon didn't really care...he was interested in these...'ponies' that the dog spoke of.

"Are there many of these Ponies?" Zushakon spoke, really not enjoying his own voice, or the sounds around here in general. But he wanted information and this dog seemed to be the only one that would be useful...for now.

"What were you living under a rock for years." the dog said with a raise eyebrow as Zushakon replied. "Well more like under several spikes."

The dog seemed to shake his head at this. "You Dumb, very should know that Ponies are everywhere. Big, small, also their dumb princesses."

 **Hmmm...so the dominant species are these ponies. Fine then I better take my leave to find out more.**

"Wait were you going?!" The dog beast said as it ran in front of Zushakon. "You help me and others find gems! Fido, Spot, COME!" He shouts as the two who ran earlier came back. As they both looked to Zushakon they were confuse and frightful.

The leader, now as Zushakon could tell by how he commanded the others, then looked back to him and said. "You give us many gems...and we DON'T hurt you...fair?" The other dogs nod their head at this as they saw the big pillar of gems.

 **...really? They are trying to intimated me? Oh...what's the human word for it...oh yeah..."cute".** Zushakon then bends down to be face to face with the dog and said. "...do you really wish to do this?"

The entire time holding a smile on his face...but it was unnaturally large and seemed to be making the others uneasy.

"We diamond dogs aren't scare of some monkey!" The leader said as he bared his teeth at him.

Zushakon keeps his smile. Before his face begins to pale apart, followed by his arms and legs as they explode in gore, showering the dogs...before they see something rise from the copse of the dead avatar to show what it really was.

A black spiral of darkness and death, similar to a black hole. The only words that could be used to describe it in the human language.

Everything goes dark...darker then anything that could be see. And the only sounds left were the screams of the diamond dogs.

 **Well that was...'amusing'. Been a while since I've had a chance to even full transform to my true form...but now what?** Zushakon thinks before he remembers the ponies. **Right-right...I need to check on that race, maybe get answers. What of my family?...what of the planet I was on? How had it changed? Was there a moon...a sun...several moons, several suns...Only one real way to find out.**

He takes one last look at the cave around him, and looks at all the dead bodies of the so called diamond dogs that littered the place, just taking a moment to look at the gore.

 **Well...at least they're finally quiet.** Zushakon thinks before creating another avatar, this time to one that he wasn't inside of but still had his consciousness. **I'll just used this body to explore. I really don't the attention anyway.**

And with that The human avatar of Zushakon begins to walk through the cave, taking a moment to walk pass the bodies of all the diamond dogs they either were killed or killed themselves. Giving the human Zushakon a smile.

 **It seems that these dogs weren't that that far from humans, they still go mad upon looking at my true form...I hope their all dead, last thing I need is one worshiping me or trying to kill me...that'll be annoying.**

It was there he reached the entrance of the caves...and stops. **Oh no...it's day out.** Zushakon thinks as he sees the light right by him.

 **I just got done with destroying all the light sources inside of here and it's DAY OUT...ugh...just bare with it...I need to know if these ponies know anything, and it's better to do it now and get it over with.**

Zushakon avatar then takes a breath...and steps out. As it was a bright day out.

 **This better be worth it other-wise I'll destroy this whole race for making me step in the light...May Yog Sothoth help me.**

Elsewhere one of our favorite ponies, Twilight Sparkle is waking up from a long nights of work as she was writing a friendship report for her teacher. "Oh boy." Twilight moans as she awaken and removed her head from the table. Taking the paper that was stuck on her face off and giving it a look. "Well, it seemed I finished. SPIKE, CAN YOU DELIVER THIS!?" Silence meets her.

"SPIKE!" Twilight calls again before staying up and walking out her room and down the stairs. As she reaches the bottom she finds that Spikes nowhere in sight. "That's weird? Where's Spike?"

Twilight gets her answer as she see's a note on the stair-way.

'Dear Twilight, sorry I'm not there right now, but Rarity really needed me to help her find some diamonds for some order she just got. See you later. P.S I found a book earlier I saw outside and thought it was one of yours, but it seemed that it isn't. If you want, take a look at it.'

Twilight gives an eye roll at Spike's reason for leaving, before looking to the table and saw a book.

It was pure black and seemed to have words written in gold on it with the picture of some...'creature' she's never seen on it.

Twilight repeats the title.

" 'Necronomicon'...'the tales by H.P. Lovecraft'...this is odd...I wonder if this is a good read."

 **(I ask of you to please give this the '3 chapter try.' It's the you read the first 3 chapters, if you don't like it by then then please feel free to stop at all and give a honest comment of what you thought of it on why you didn't like it. I won't take it personal and thank you for your time.**

 **This first My little pony story and I ask of you to please give this the '3 chapter try.' So hey you seeing the first one so, come on now. If you don't like this by the third chapter, then I'm sorry I couldn't deliver your enjoyment.**

 **Any way I want to apologize again if there were a few things you didn't understand here from the the Cthulhu Mythos.**

 **Like old ones, Outer Gods, Night-gaunt, etc. You can just do a quick google on them if your that curious for it.**

 **While later in the story Zushakon will talk about it.**

 **Some things you should know are-**

 ***Zushakon will not be making any friends with the main 6 or anyone else, MAYBE Twilight, but that maybe only for each others request to learn more, which we all know Twilight won't care if she would go insane or not.**

 ***Zushakon will change his avatar to a pony, either Pegasus or Alicorn to fit in better.**

 ***Zushakon is not friendly in any way, he is tolerant at best...want an example...Let's say Rainbow Dash...becomes too much of an annoyances for him...LIKE WAY TOO MUCH...he'll rip her wings off.**

 ***This one is just people are clear about something...Zushakon is a GOD! So...yeah he is a bit over-powered for a pretty obvious reason.)**


	2. My little old one

**WHY IS IT SO BRIGHT!?** Zushakon thinks as he holds a hand above his face, and continues walks forward. He seemed to be in some forest. It seem strange though. It was like a mix of a swamp and forest which might be kind of normal, but was weird is that he could almost feel it trying to lead him away from where's heading...to bad for it, he wasn't headed anywhere.

He just kept moving forward. Wondering when he well met these ponies. Along the way he begins to try and place things together. **Okay lets see...I was home when Then I was attacked and trapped...but why again?** Zushakon places a hand to his avatars forehead. **Qecvt** **it seemed to be pointless now trying to think of that, perhaps all that time had damaged his mind while I was trapped.**

Zushakon takes his hood off and looks to the sun. An anger look comes to his face. **One of these days, I'll destroy that thing, mark my words. For I am-**

A loud roar cuts his thoughts like a hot knife though butter. Zushakon looks behind him and sees a large creature behind him...a bear if he remembers right as they are called. He roars as Zushakon again, annoying the god of death. The Bear then stands on it's hind legs seeming to make Zushakon afraid...this only allowed him to to get a quick shot of it, ripping it's heart out.

The bear falls to the ground dead, with a shock look on it's face. **Hmm, it seems that it was smart enough to have emotions...yet not enough to know it's better...pity.** Zushakon thinks taking a bite out of the heart as he begins to walk off again, this time seeming to enter a small part of woods, judging by the space in-between the trees, and the face he could actually walk straight with.

 **Perhaps it's me,...but it seems that everything is...very colorful.** Zushakon thinks, taking a bite from the heart as he walks forward while looking at his surroundings.

As he finishes the heart he begins to hear talking ahead. Follow the sound he came to what human's would call a farm if he remember's right. He stands behind a tree though, wanting not to be seen as he listens in.

"I'm a telling you Fluttershy, I don't know where your bear friend ran off." One voice spoke...definitely female, who also seemed annoyed, and had a strange way of speak then most of the being's he met. She was then answered by another voice as it said. "I'm sorry Applejack, Really, but...it's just he seemed angry as he ran off and I hopped he didn't get to any trouble." The other voice said another female, with a very soft voice.

Zushakon could tell through the way they were talking that the annoyed one was called Applejack and the soft voice was Fluttershy.

 **...these are by far the most...childish names I've ever heard of...wait they're talking of a bear...could it be...well what are the chances of that.**

"It's just I'm worried he'll come here and hurt one of you." The one called 'Fluttershy' said, as her voice sound be slightly breaking. "He's not really that bad, he has a big heart."

Zushakon gives a shrug at this as he thinks. **...I've eaten bigger.**

The 'Applejack' gives a sigh at this and says. "Look Fluttershy, I'm sorry, It's just I've been having a long day, poor Applebloom having nightmares and having to deal with these darn Timberwolves just standing there at the edge of our farm. They are really creeping me out."

 **Timberwolves? What are they...wolfs made out of wood or something?** Zushakon thinks as he stops paying attention to their words and quickly pecks around the tree to look at who was talking...he was met with a sight of two...small horses as they were talking to one another.

...after taking the peck and moving back behind the tree...Zushakon takes another peck to assure himself.

 **Okay...I have just witness a yellow small...'horse' if I remember right...with another orange one...talking with each other in human speech...okay that is new.** Zushakon then goes to a realization as he remembers another word for the horses the human used...and places a hand on his face in disappointment. **Oh by Yog Sothoth...these are the 'ponies'.**

Zushakon then looks back to them as the two ponies continued their talk. Noticing the one called Fluttershy held a pair of wings by her side.

 **Ah...so these creatures may be a descendant of the Byakhee, judging by the wings and main body shape...however, it seems the Applejack one doesn't have these...birth-defect maybe? However it seems that her body is more larger and has more physical strength then the Fluttershy one...hmmm then again she doesn't look look like a 'working' type as much as the flightless one so mayb-** Zushakon's thoughts are stopped as he hears another voice enter.

"Hey Shy!" The voice called, though a little more forced rough, he could tell this was also female. As a cyan-blue colored horses joins the others, nearly slamming into them as she nearly hits the ground. She seemed...much different in hair color then the others, literally having it as a rainbow of colors.

 **It is impossible that's a natural color.** Zushakon thinks before he realize's the wings she had on her back, that she had just folded. **Ah another winged one. That must be the normal here. Good to know.** He thinks giving the wings on his back a look.

"Rainbow, what the sam-hill are you thinking just dropping in like that. Nearly hitting us." The Applejack one spoke, getting her annoyed tone back. She seemed to mind as the blue one looked to be right near them, just a hair away from crashing into them when she landed. "Just amazing you with how I've been working with my brakes." The rainbow one speaks with a smile, have a cocky tone the whole time.

"Anyway, Fluttershy, I'm sorry but I flew around and couldn't find your bear anywhere, I think he might still be in the Everfree forest." The 'rainbow' one said as she looked in the direction Zushakon was at. The old one in response quickly placed his body to the tree, still not wanting to be found.

"You don't need to worry, I'm sure a big guy like him is fine." Zushakon hears the 'rainbow' one says, glad to know that she didn't notice him. The Fluttershy one gave a sad tone as she replied. "Oh...but i can't help it. Poor thing." "Oh come on Fluttershy, he's probably coming back to your cottage right now, tired and hungry." The 'rainbow' one said, seeming to try and make the 'Shy' one relax.

 **If by coming back to cottage, you mean laying on the ground in the middle of the forest...and by tired and hungry you mean, dead and without a heart...then yes...he is.** Zushakon thinks, having enough of them as he begins to walk away, back into the forest. Thinking of his next plan of communicating with these ponies mainly the problems with how it'll be. One that would mean he had to speak the human tongue again...which he did find odd about seeing that...they weren't humans so why speak like them.

Another thing he knew that for sure was this human avatar he had was worthless now, as he can't seem to find one of them for now, so it seem it's time to be rid of it.

 **If I need to get my answers I need to take a form that doesn't get me much attention...it's a shame, I've taken quite a liken to this one...oh well...lets see myself as one of those ponies.** And with that Zushakon closes his eyes and and gives a breath.

And with that Zushakon's avatar body shift's, bones are broken and repaired as they begin to take different shape, organs and muscles are torn apart and regrown to give them the perfect shape. His body falls to the ground, the bones in his legs and arms bursting out and changing, his flesh just being left on the ground as he begins to grow another set, covered in the same fur he saw on the ponies, only black in color. Blood covers the ground as it seemed the it was endless, continually coming from the changing body.

It took a hour of human time...but it was done.

Zushakon opens his new avatar's eyes to see the world and rose his head from the ground. Giving a few blinks of his eyes he sees no changed in them. **Good, everything seems right, my limbs?** Zushakon thinks looking down at himself and seeing the his human hands and feet were gone, and replaced with hoofs, just like those ponies, compete with a black haired tail at the end waving at him.

Giving a nod to himself Zushakon stands to all his four of his hoofs, finding it slightly uncomfortable to stand on, then again, he had the same problem with his human form so long ago so he saw it as something to get used to.

Zushakon then looks to his reflection and finally see's himself.

He seemed much like those other ponies, though his fur was all black and snout was's as...'girly' looking as the others, seeming to be more straight and squared. His hair...or mane, looked pretty much as his human form. Black, wild, and un-kept, as it seemed to be be the same any ma- er...pony would have with out care in a while, though thankfully not very...poofy as it was all straight. He did enjoy that he saw those winged ones as it means he could keep his large wings on his back.

There were...problems though...mainly three.

One was that he, for some reason or another had a little bit of a green/ yellow mix of color on the tip of his snout,hoofs, and around his eyes, however he just places this as him being the Son of Hastur and Nephew of Cthulhu, so having some part of them be shown on his avatar's body maybe normal.

Another problem was his eyes. While being smaller then the ones those horses had, it was also odd in it's own way of it being pure black around his iris, which was a mix of blue/grey...giving a...odd look to say the least. But this was a problem he had with all his avatars so, he was used to it.

However the final problem...was a bit more...'horny'.

As he looks at his reflection he finds that he had a horn coming straight from his head. A rather large one at that, that should at least a good foot. Zushakon's eyes widen as he see's this. Yet as much as he tried to force it he couldn't shift his body in a way to maintain the pony form and get rid of the horn.

It was easy to tell Zushakon was annoyed by this.

 **thabfv** **! What is the meaning of this?! It's like this very body doesn't wish to changed to any other way...why is that?!** Zushakon thinks before giving a small growl of anger. With a flick of his hoof he then creates a new cloak to cover his new avatar body, using the hooded to cover his face/ horn, which was...awkward looking to say the least.

Giving one last look at his old body, Zushakon thinks to himself. **There is something wrong here. As a human avatar I was always perfect...unless there are 'ponies' here that have horns and wings...but that seemed just strange...perhaps a change for the environment they are in. That still doesn't answer as to why I cannot change to the ones without a horn, or wings.** Zushakon then open the wings from under his cloak before taking off to the air.

 **More question, and no answers...so that's how it feels to be human.**

To say that Twilight Sparkle loved books would be an understatement. If you were to place her in a new library with thousands of never-before read books that contain knowledge she didn't know of...You will not see her for a LONG time.

However...THIS book...This ONE book. Made her nearly stop her love altogether.

Twilight had no idea of this 'H.P. Lovecraft' but...one thing was certain...if this book was really of his creation...he was pony Twilight would never wish to met...EVER.

Twilight looks to the book in her hoofs, as she'd slammed it shut a while ago. She gives a shake of her head to try to rid her mind of what she read.

It wasn't that it was a bad book, NO, by Celestia NO. Twilight loved out it was written and seemed to have it's own form of writing through it. It seemed to be as the title would say a collection of stories by this author. A Mr. H.P. Lovecraft. Most of the stories are very short, some not even having chapters in it.

But it was what was stained on the pages of this book that caused her this...fear.

The book started off simply with a poem of these beast called the Night-gaunt. Telling of someone as they were grabbed by them and...and...Twilight doesn't even know what. The way that this pony spoke of them was even worse, saying that they had no face, nor made any sound regardless of them flying.

The next story was called 'Dagon'...in which somepony wrote a suicide letter, tell of him oh why this was happening, and why he was doing this. Talking of him on a boat, being a slave that managed to escape, coming to an...land that which...he saw some...SOMETHING. Something that caused him to black-out only barley able to remember going back to his getaway boat...singing and laughing. And as he regain his sense he was in the hospital. Before night came and he saw...Something come for him and...What would be a end for a suicide letter.

It was the finally story that did it for poor Twilight though.

'The statement of Randolph Carter' The story of what seemed to be of a man in a interview,...or being interrogated, by someone of authority. And him giving an explanation of what happened to his friend, 'Harley Warren' who was missing...and telling him of how his friend was...was...

Twilight doesn't even WANT to remember that one.

Her thoughts are stopped as knocking was heard on the door, followed by her assistant coming in. "Hey Twilig-" The baby Dragon tried to speak, but was stopped as he was picked up by Twilight's horn and brought to her, in a hug.

Spike could been seen easily confused as he said. "Um...Twilight...you okay?" Twilight let's Spike down and says. "I'm fine Spike, it's just...Just glad that you're alright." Twilight says, giving a nervous smile.

"Well...glad that you're okay to Twi...Sorry for going to help with Rarit-" Spike tried to say but Twilight stopped him. "Spike it's okay...really...speaking of her where is she?"

"I would be right here." Twilight hears Rarity said as she entered her home...but as Twilight looks to Rarity she instantly knew something was wrong.

Her main was a mess, her pure white coat had mud on it...with dashes of red liquid, mainly on her hoofs and face. And though she was smiling...the Twilight could see that her eyes held...fear in them.

"Rarity wh-" "Oh, just some bad luck on my end as I had tripped and fell into a bush FULL of tomatoes...haha...No doubt something Pinkie had made set up earlier to pull some kind of prank on someone. I must apologize to her later." Rarity said, interrupting her question as she quickly began to move up stairs. "Twilight, would you be a dear and help me freshen up...PLEASE!" Rarity asked, though...it sounded very desperate at the end.

Twilight gave a nod. "Um...sure...Hey Spike why don't you help yourselves to some gems, while I'll help Rarity." She said as she began going up stairs with Rarity to the bathroom, making out the excited 'REALLY' from Spike as she rushes up.

As Twilight closed the bathroom door, locking it behind her with her magic she looks to Rarity with a scared look. "Rarity please tell me what's going on." Rarity though keeps her smile and fearful eyes as she says. "Oh...nothing...nothing at all...just need you to help me CLEAN THIS TOMATO JUICE OFF ME." She said loudly at the end.

Twilight rose an eyebrow at this and said. "Rarity if this is about Spike, he can't hear yo-" "OH MY GOODNESS TWILIGHT IT WAS AWFUL!" Rarity shouted as she instantly pulls her to a hug, crying very loudly as she pushed her face to Twilight's neck. She then began saying something, whatever it was it was to fast and was to muffled to be heard.

"Rarity please calm down!" Twilight said as she pushed her away. "Breath for a moment and calm down."

Rarity does as Twilight says, wiping tears the from her eyes and taking several deep breaths to try and calm down. "O-Okay...Okay." Twilight gives her friend a sad look. Wondering just what cause this. "Rarity...please tell me what happened...slowly." Rarity nods her head and begins to tell her of what happen.

"Well...me and Spike were outside of ponyville gather some gems I need for a new shipment at-...forget it that's not important." Rarity stopped herself, surprising Twilight's Rarity always talks about her shipments when she could. "While me and Spike were digging some gems...I saw...a diamond dog."

Twilight instantly knew from that name that this was bad. "Did they capture you again?!" Twilight asked with a tone of anger/horror. But was shocked as Rarity shook her head. "No...I saw it...limping off...I couldn't just stand by an see someone in pain...so I ran to help it...and Twilight...Oh by Celestia." Rarity quickly rushes to the toilet and vomits as the memory returns to her. As she spits the last of it out she pulls her head up, tears running back down her face . "Its...his..."

"Rarity just tell me what's wro-" "HIS BUCKING EYES WERE GONE, THAT'S WHAT WAS WRONG!" Rarity shouted, interrupting twilight and shocking her. "Wh...what?" Twilight says as her eyes widen.

"THE DIAMOND DOG'S EYE LOOK TO BE CLAWED OUT TWILIGHT...most of his body...was cut...was cut open...he was taking...PIECES of himself out Twilight...saying he needed to get 'THEM' out." Rarity says holding a hoof to her face to try and wipe the tears.

Twilight just stood there...shocked. "Rarity...wha...what were...'them'?" She says in a fearful tone. The poor white unicorn looks to her friend and says. "I...I don't know. There was...so much blood...I panicked...I tried to help him...tried to get him up with my magic...b-but he was...he fought against it...throwing blood...shouting how he didn't need it...it was too late for him... I asked him what did this...what could have...and he said...a god...that they've freed a great old one." As Rarity continued she just looked to her blood-stained hoofs, Twilight's eyes widen at this.

"I...I tried to to ask him if he knew any other of his friends...but he told me...all of them were DEAD! They all gone mad...KILLING EACH OTHER AND THEMSELVES!" Rarity shouts grabbing Twilight and placing her face to hers. "He tells me that they've free something...something horrible...he cries begging me to kill him...screaming at me to do it...to rip him apart. Before I could even try to say anything he laughs...LAUGHS TWILIGHT! HE LAUGHS TELLING ME HOW HE KILLED EVERYONE HE KNEW...HE WAS HAPPY THAT HE KILLED HIS FRIENDS AND FAMILY!" Rarity then buries her face back to Twilight's neck as she begins to

Twilight could do nothing but just hold her friend as she cries in her arms. "He...he...he then said I was a very pretty...pretty pony and...and tried to..." Twilight then hears, causing her jaw to drop. She gently pulls her away and asked. "Rarity did he..." Rarity shakes her head at this. "No...He tried...but I manage to push him off with my magic...but then he fell on a rock and his neck..." Rarity goes full quiet there.

Twilight gives a gulp at this. "Rarity...you have to know it isn't your fault." Twilight says, before Rarity shook her head. "I know that...but...it just doesn't help. Thank goodness Spike didn't get to see that. I...when I ran off to help him I completely left Spike behind with the gems ...I'm sorry I lied...I couldn't tell him of what happened."

"Rarity you have nothing to be sad about...listen go clean yourself okay...I'm gonna send a letter to the princess's okay...are you gonna be okay?" Twilight says pull her friend to a hug. Rarity pat's Twilight on the back. "I'll...I'll try to be."

Twilight gives a nod and leaves the bathroom, giving Rarity a nod as she closes the door.

As soon as she closes the door, a look of horror comes to her face as she mutters. "A Great old one..." Twilight then rushes down stairs completely ignoring Spike as she goes for the necronomicon, opening it and flipping through several pages, looking for something she saw as she was looking for different stories earlier, till she gets what she wants.

'The Great old ones- Ancient creatures of immense power. Most are also colossal in size. They are worshiped by deranged cults, as well as by most of the races of the mythos. The Great Old Ones are currently imprisoned—a few beneath the sea, some inside the Earth, and still others in distant planetary systems (and beyond). The reason for their captivity is not known, though there are those who clam it was through the Elder Gods for committing past transgressions upon them.

The great old ones are unbelievably powerful. Some could destroy planets, others could recreate them. They can create Avatars, bodies they can use to blind in with any species, though there will be something for it to tell them apart.

One thing is certain for the Great old ones power, if any lesser beings like that of a mortal mind where to look to them...it would drive them mad. Forcing them to lost anything regrading themselves, their hopes, dreams, or life.

Be warned...of the most powerful ones of all. The sons of Yog-Sothoth, The Sleeping God; Master of R'lyeh; High Priest of the Great Old Ones; Cthulhu. And his half Brother, The Unspeakable; He Who is Not to be Named; Lord of Interstellar Spaces; Hastur.

When the stars are right, they well come...and lay waste to this world...may your false ides give you the hope that you will die before that day.'

Twilight takes a deep breath, as she visibly pales at this. One of these old ones were free...and if what she read is true...everything has met it's end.

 **You know...there seemed to be a very important thing about my Avatar, I didn't seem to take to account...The height.** Zushakon thinks as he stood in the middle of this town, with Ponies giving him several glances, most of confusion and curiosity.

Which didn't help as he stood a at least a good three feet taller then EVERY SINGLE OTHER PONY AS FAR AS THE EYE COULD SEE.

 **I believe I'm doing a great job not being noticed...hmm so that's how humans did sarcasm.**

 **(Author notes:**

 **Thank you for this, And I hope I've made All the mlp characters stay in Character. And I am not making Zushakon boring to read.)**


	3. Great old Alicorn

Zushakon gives a sigh as he walks through the town, try his best to ignore to ignore those that stare at him. He couldn't blame them though, he was six feet tall, wore a cloak and hood, and was completely black from head to hoof. He wasn't even sure if there was a single one of them with a dark color.

He then sees what looked to be a very strange building to his left. It looked to be made of those 'sweets' that humans loved. Giving a quick glance at the window Zushakon sees that it's looks like a shop of some kind.

 **Hmmm guess I could talk to someone...also good to get away from these ponies staring at me.** With a breath, Zushakon walks up to the door of the place and walks in. As he enters he sees two different ponies.

One blue, and one yellow. They both give a semi-shock look as they see to Zushakon, both seeming tense and afraid by him. Thinking quickly our great old one says. "Um...hello." The two ponies give a nervous glance at each other, before the yellow one says. "Well...hello to you to stranger...you new in town?"

Zushakon nods giving a look around the shop. "Uh...correct... Um...I have just arrived here. And I am seeking for...knowledge of where I am." He said, still not enjoying to speak, while trying to sound as un-threatening as possible. The yellow pony seemed to be least tense at this as he said. "Oh well, welcome to ponyville then. My names Carrot Cake, and this here's my wife Cup cake" The Yellow pony, Carrot Cake, says before gesturing to the blue one, Cup cake, who gave a smile and small wave of her hoof.

Zushakon gives an awkward wave in response.

"We're sorry about the nervous looks we gave you but you kind of-" Zushakon stops Carrot cake by holding a hoof up. "No need to explain...I understand. I do not look the most...welcoming of...'ponies'. Is it fine that I take my hood off, and I ask of you not to panic if I can?"

Carrot cake and Cup Cake both seem confused by this, but both nodded anyway. With Cup Cake saying. "Well why don't you just take the whole thing off, let other focks not be as scared right?"

Zushakon gives a sigh, walking to a table, before taking the cloak off, allowing his wings to stretch out a bit.

"Y-You're an Alicorn!?" The two Cakes shouted in shock.

 **Alicorn...is that the name of the pony form I've taken? Guess by the way the act, these are NOT seen a lot of.** Zushakon thinks before he looks back to them and ask. "Is this gonna be a problem? If it is, I can leave if you wi-"

"No-no your highness!" Carrot Cake says quickly waving his hoof back and front. Cup cake behind him, giving the same look, says. "It's just that...we didn't expect to see a member of royalty here."

 **'Highness'...'Royalty'?!...so much for being un-notice.** Zushakon thinks before shaking his head and says. "Please, do not treat me any different then you would of others, I haven't given you a real reason too, nor do I wish for it...Also...I am not-" He stops that sentence though as he remembers his father, and that most of HIS avatars were that like Kings. **Guess I am royalty in that regrade.** "...Nevermind."

"W-We're sorry...Um...So where are you form...Mr..." Cup Cake says joining her Husband's side, before realizing that they didn't know the tall black stallion's name.

"My name is Zushakon." He says giving a look around the shop, noticing all the treats that were on display and there was a second floor. "As for where I'm form...A cave." He finishes with a bored tone.

The cakes were both confuse at this. "Um...a cave?" Carrot asked, raising an eyebrow. "So...you and your family live in a cave?" Zushakon's eyes could noticeably widen a the word 'family' and looks away from them. "No...only I have lived there."

"Oh...then where is the rest of your family?" Cup Cake said with her own confused/ curious tone. She got her answer as the ears on Zushakon's avatar noticeably flop. "...I don't know. I...I haven't seen them...in a long...long time." Zushakon says, giving a surprisingly...sad tone of voice at this, which confused even himself.

Cup Cake saw the sad look he gave and tried to comfort him. "Oh...my goodness, I'm so sorry to-" But as she goes to give a comforting hoof on his shoulder, Zushakon quickly backs away from her.

"Please, do re-firm from...touching me." Zushakon says with an anger look on his face as he retrieves his cloak and places it on. "My family...is...has been...missing FOR a long time...so I need knowledge of the time they have been gone...if neither of you can give me that...you are both useless to me." Zushakon finishes as he turns to leave.

"Well uh...if you want to learn something, then I guess the Library who be good." Carrot says, though is noticeably displease by how Zushakon was giving an attitude. Zushakon gives a nod at this.

"I thank you for your time...I'll look for this library on my own...and I...'apologize' if I seemed...rude." He says, though seems to have difficulty with the end.

As he places his hood on and leaves the place Zushakon thinks to himself. **What was that earlier...it seemed as if I grew...the human emotion of...no...no it cannot be...'regret'?**

Zushakon thinks as he continues to walk not caring that he didn't know where he was.

Twilight takes a deep breath to calm herself down, before closing the book and pushing it away from her. "Twilight...are you okay?" Twilight turns and see's Spike with a worried look. "Seriously...you look like your near getting a heart attack. "

It was there Twilight feels sweat going down her face. Giving a wipe with her forearm Twilight mutters. "It's okay Spike...I...I just need to ask you something." Spike seemed to be still worried, but nod his head anyway. "Uh...sure Twi...what do you need?"

"Get me a feather and some paper." Twilight says as she walks to a nearby desk. Spike rushing to her with Paper and feather in his hands, before giving it to her. "Anything else you want?" Spike asked as he gives a scratch to his cheek.

Twilight give a shake of her head. "No...not for now...just...let me write something." She says as she grabs the feather with her magic, dipping it in some nearby ink bottle.

 _'Dear Princess Celestia_

 _I'm sorry for this not being a friendship report and if this might seem a bit rude, But I need you to come to ponyville, not next week, not tomorrow, NOW! I'm very-VERY sorry if that sound mean or out of line, but this is important! Bring Luna if you can, BUT PLEASE DON'T BRING ANY GUARDS! AND PLEASE don't tell my brother or Cadence, It's not that I don't believe in the guards it's just THEY WON'T be of any help probably and...might get in the way in this._

 _It's bad_

 _REALLY BAD!_

 _You need to get here, Bring Luna and...This is bad Princess. REALLY BAD! Worst then Nightmaremoon, worst then Discord, worst then Queen Chrysalis, OR BUCK ALL OF THEM PUT TOGETHER!_

 _Please come._

 _Before all of Equestria will go mad and die._

 _By monsters that could drive us insane and blow up our planet._

 _Your faithfully student Twilight Sparkle.'_

The magic leaving her horn as Twilight looks down as the letter she just wrote...she couldn't send this. It was a mess, she couldn't even finish her sentences in half but...Twilight stops those thoughts of it as she rolls it up. She needed to Princess Celestia and Luna to see this.

"Spike can you please send this." Twilight says as she grabs a the rolled letter with her magic and hands it to her assistant.

"Sure Twilight...Maybe you should...I don't know...sit down and relax." Spike said as he notice Twilight looked...'unnerved' would be the polite phrase...the truth wouldn't be. "You don't look so good."

"I'm fine Spike." Twilight tried to say but Spike just holds a small mirror to her and says "You sure about?"

Twilight looks herself at mirror to see what he was talking about...and got her answer. One of her eyes were giving a bad twitch and her hair seemed every un-kept...plus it didn't really helped that she was covered in the same stuff as Rarity was, no doubt from her Hugging her, and her lip was bleeding.

"Why is my lip-" "You bite on it when your REALLY nervous on something...like heart attack nervous." Spike interrupted her as he places the mirror on a nearby table. Before breath fire on the letter, sending it to the princess.

Twilight gives a nervous smile at this. "Really...funny I've never noticed." She says before looking down at herself, and the blood. She could almost taste the vomit in the back of her mouth at that.

"You should take a shower, all that dirt and tomato juice on you make you look like some psychopath." Spike said before he gives a burp and a scroll a comes from hi mouth. "Well that was quick...here." Spike then gives it to Twilight, who took the it with a nervous smile.

"Yep...tomato juice...haha." Twilight mutters before opening the letter.

 _'Dear my faithfully Student_

 _I don't understand. You seem panicked. I'm sure it's nothing you and your-'_

Twilight destroys the letter before she even finishes it, surprising Spike before Twilight shouted to get another piece of paper for her. Anger and frustration the only things that could be seen in her eyes. Spike does as he is asked, handing a paper, to which Twilight aggressively writes on.

 _'ONE OF MY FRIENDS CAME TO ME COVERED IN BLOOD AND DIRT AFTER SHE FOUND A DEAD DIAMOND DOG, WHO WAS RIPPING OUT HIS OWN ORGANS, AND SAYING HE KILLED HIS FAMILY AND FRIENDS WITH A SMILE ON HIS FACE, LAUGHING! HE WENT MAD AFTER SEEING A MONSTER! WHICH IS STILL OUT THERE! PLEASE COME, I'M BEGGING YOU!'_

Twilight then rolls the letter, shoving it to Spikes face. "Spike...send it." She says very angerly.

Her assistant takes the scroll and says. "You sure Twilight...you look very angry and I don't want you saying somethi-" "SPIKE JUST SEND THE BUCKING LETTER!" Twilight shouted, interrupting Spike, as she stomps her hoof to the ground.

Twilight then takes a deep breath to calm herself. "I'm...I'm sorry Spike...this is bad. And..." Twilight then looks to him...and imagines him like how Rarity told of that diamond dog. Giving a shake of her head. "I can't just let this wait...We need to stop it now."

"Stop what?" Spike asked, completely confused.

"A...A...Spike...please just promise me something...The princess is gonna come...both of them maybe, I don't know...when you send that and...and..." Twilight looks to the floor before taking a breath. If just seeing these things can do what Rarity saw...She couldn't risk it.

"I'm gonna go with the Princess to...somewhere dangerous. And...I'm worried...listen I know this sounds weird...but when I leave, I want you to...hide in the basement. Get Everyone you can think of that we know...and hide. And trust me in this." Twilight says as she takes one arm around Spike and pulls him in for a hug. "This is maybe worst then Discord, or anyone else we had to deal with. I don't want you or ANYONE else...I love you all to much."

Twilight finishes with tears beginning to go down her eyes.

"Twilight...I...I...I don't understand..." Spike said, as he couldn't help but be...worried. And scared for what she was saying. "What's gotten into you?"

"Spike...if this turns out to be a flop...and It was nothing at all. I'll tell you...okay? J...Just please send that." Twilight says slowly wiping tears from her face.

Spike gives a nod before taking a breath and shooting fire on the letter, sending it to Celestia.

Zushakon takes a look around himself looking to every building around him for a library. **No...no...no...n-** "Girls look out!" A shout was heard interrupting Zushakon's thoughts before he felt a impact to his side. Which would normally knock what ever it ran into on it's side, but he stood tall, and seemed more annoyed if anything from it as his cloak was knock aside, showing his flack.

Looking to what stroke him, he found a small cycle of some kind when two wheels and a pole, tied to a wagon. With three small ponies rubbing their hoofs to their head in pain.

"Is everypony okay?" The orange colored one said as she takes the helmet she was wearing off before staring straight at Zushakon her eyes widen and her ears flop as she gets a frighten look on her face. He then sees the other two. A white one with a horn and a yellow one with a large red bow.

Zushakon gives a noticeable eye twitch as he heard her voice. He could tell these were children of the pony race...And was instantly put on edge.

He...didn't have a good record with young lives.

"Scootaloo what's wron-" The white one with a horn said before noticing the large shadow that loomed over them. "...oh...samhill of all ponies to hit...we hit the tall dark and scary one." The yellow one with a bow muttered as all three of them grouped together.

He could hear the fear in their voice.

A fear the he grew annoyed even more by as several ponies were watching him.

Zushakon then remember's back with the cakes and how they seemed to become less panicked when he took his cloak off. **Well seeing as how Alicorns do exist here, I do not really need to hide myself...at least for now.**

With that thought Zushakon takes the hood off his head. "Calm yourself...You...have nothing to fear from me." Zushakon says as he tires to the best of his abilities to sound even less threatening then before with the other two ponies.

"We're Sorry Mister...R-really we are!" The White one with a horn said. "We're just trying to get our cutie marks."

 **What...no no I must have heard wrong?**

"My apologize...please repeat that once more as you spoke of a some kind of mark?" Zushakon said as he raised an eyebrow in confusion. He never even heard the phrase from the humans nor his family. So he was slightly curious.

"Uh...a Cutie mark Mister...you know...A mark...the one that tells you what your best at...the one that you get in life...your special talent." The orange one said, only to have the to be given Zushakon confused look, as she tried in vain to tell him.

 **'Cutie mark'...This whole race just continues to disappoint me more and more with every word they speak of.**

The yellow one with the bow then looks to Zushakon's revealed flack and gets a gasp.

"GIRLS HE DOESN'T HAVE ONE!" The yellow says in shock. Followed by gasps from the other two. Zushakon looks to his flank, seeing it blank, and asks.

"Is there supposed to be one?" He asked with a raise eyebrow. It was then he remember that all the ponies that he'd seen had some mark on their flanks, though to be honest he just thought that was a way for them to tell each other apart.

Zushakon looks back to the children and says. "Is it truly important for such a thing? What relevance does a 'mark' place on ones...'end' mean for it? Is it someway of social class dictation? A means of telling ones fate? How one's life will be eradicated?" Zushakon says as he grew curious, which grew as he notice none of the little ones had it either.

"Um...'no'? They're to tell you your special talent." The white one replied giving a curious look. "But you know that right?" The others held that same look which grew as they saw him shake his head.

"It seems that I don't...but I am curious of this mark." Zushakon said as he sat down on the ground and tilted his head. "Aside from this 'talent'...is there more?"

The orange one shook her head. "No...but there doesn't need to be. A cutie mark tells you what your best at AND what your gonna do for the rest of your life...everypony get's one."

Zushakon seemed though to be disgusted with this answer. "...So a mark on your 'end' tells you of what your greatest at...how childish and gutless to me, on wanting a mark to tell you what your great at." He said, giving a harsh tone at this.

"...But...if you don't have on-" The yellow one with a bow before Zushakon said. "Yes I don't...nor do I want it, seeing as I have no need of one. I already know of my talent...why would I need such a ridiculously named mark to tell me of it? Though it really isn't my place to say...I am feeling pity for you three, on wanting such needlessness thing...so here is some wisdom...don't get one. There really is no need for it, so if this...'wagon' was a way of getting it...you are fortunate that it was me you hit instead of something less...'merciful'." Zushakon ended as he stood back up and began to walk off.

Ignoring the shocked looks on the children's faces.

It was then that the orange one came running in front of the great old one. "WAIT!" She shouted. "That...That can't be right! A cutie mark is everything about what you are and gonna be. You can't just say that-" "I can and did." Zushakon interrupted her as an annoyed look grew on his face.

"But didn't your parents have one or something?" The white one said as she and the yellow one joined their friend.

Zushakon's eye gives a twitch at the mention of parents, remembering where he was headed before getting side track by these ponies. "...No. My mother and father had no mark of their own as well...however..." Zushakon says as he did remember something that his family did have...'signs'.

"They did have signs made about them by their...'followers'."

Zushakon then placed the tip of his hoof to the ground and begin to draw something. "Though my mother's escape me for the moment...I do remember my father's as it looks like this." Zushakon says as he stops and pulls his hoof away revealing to the little ponies the sign on the ground.

"It...looks weird." One of them said, but Zushakon pays them no mind as he just stared at the sign. It may have just been nostalgia...or be the fact that he realize this was the only thing he had of his father...since the last time he seen him.

Zushakon shakes his head to rid that thought before looking back to the girls. "In any case...I must be off. I am looking for this town's library." Zushakon says before he begins to leave, turning his back to them and running off.

"Oh we know where that is." He hears one of them say with a happy tone. Zushakon gives sigh as he heard this before turning to them with an annoyed look. "...go on."

Twilight gives a sigh as she packs up her saddle. She just finished with everything she needed. "Twilight are you sure of this?" She hears Spike said as he came back from the basement, after taking some food down just in case. Twilight gives a glance to him before giving a sigh and looking back to the opened Necronomicon.

She wanted to read one last story, as a hope that maybe it'll tell her, before she could replied she hears the sound of a familiar of a teleporting spell behind her.

Twilight turns around and finds both the Princesses, standing with each a worried look on their faces. "Twilight, I'm sorry for the wait. Is Rarity alright!? Are YOU alright!?" Celestia said a she rushed to Twilight, seeing the blood that still covered her.

"Wait...something's wrong with Rarity?!" Spike said in shock. Twilight quickly gives him a glance and said. "Um...Spike why don't you go up stairs and...help Rarity with her hair."

"Can do." Spike quickly said, excitement in his voice being heard, as he quickly ran up stairs, forgetting what he heard.

Twilight gave a sigh in relief at this before looking back to the princesses. "First...I'm sorry...I don't know how long we have but we need to get a move on. Rarity is fine, thankfully nothing happened to her... I can't say the same for the diamond dog she found." Twilight said as she looked down.

Luna gives a sigh of her own and says. "If what you said in the letter is true...then we all must investigate it. But still I wonder why you told of us not to bring our guards or anyone else."

Twilight nods her head at that and said. "I'll explain on the way we have no time to lose." With that she quickly closes the Necronomicon and leaves the library with the sisters behind her.

As she and the princess's leave, about to use a teleport spell, she notices from the corner of her eye outside the window a pure black Stallion unicorn with a long horn and cloak. Followed by the Cutie Mark Crusaders as he seemed to be heavily annoyed by them as they were telling him something.

before leaving in a bright flash.

 **...I will not murder these children...I will not murder these children...I will not Murder these children...** Zushakon chants in his mind as the girls kept talking and talking more and more as he was nearing a large tree with a what looked to be made into a home.

It wouldn't be so bad if only they would stop with their speaking.

"And that's the story and how Applebloom, Sweetie, and I learn that we must never ask what ponies do when-" The one name Scootaloo stopped as she realize they were right outside the Library. "Oh...looks like we're here."

 **OH THANK GRANDFATHER!** Zushakon shouts in his head as they enter.

Though as he did he and the girls found that no one was inside. "...Hello?" He asked to see if anyone was inside.

"Oh...I don't think Twilight is in right now." The one named Applebloom said as she looked around. "Oh we can just wait for her...AND TELL ZUSHAKON MORE STORIES!"

 **NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!**

 **(Author's Note:**

 **Well...hopped this was to all the readers liking. If you are doing the three chapter try, then I thank you for reading it. In doing so, how do you like it? Am I doing everything right? Are the characters...'In- character' enough?**

 **I thank you for reading this and hope for the best.**

 **PLEASE leave a review.)**


	4. That is not dead which can eternal lie

Zushakon gives a sigh as the little ones continued their stories. It was not that he hated them, it was that they wouldn't stop talking. Specially with such hope and happiness in their voice. The ones that only children will have.

"-And that's when Spike and Twilight told us that Fluttershy didn't even had a shed nor that Rarity had a bunch of-" "Huh what are you guys doing here?" A voice spoke, interrupting Applebloom.

Turning to it Zushakon found...not a pony.

It was a small reptile-like creature. With purple scales and a green-ish underbelly. Zushakon knew of this kind of creature...after all his uncle was describe to be one.

 **A dragon...a very young one at that.** Zushakon thinks as he stood up, catching the dragons attention. "Whoa...um...hi." The dragon spoke as he gave a nervous wave of his clawed hand, stepping down the stairs to their level.

"Don't worry about him Spike, this is our friend Zushakon." The one called Sweetie Belle said as she pointed her hoof at the great old one.

 **Credit where credit is due at least they said my name right without fail THIS time...also 'friend'...loose phrase there.** Zushakon thinks before he spoke. "Excuse me...young dragon." Spike became shock at his voice, finding it very deep and yet...light.

"Are you the the one in control of this library? I would wish to find some information on this land's history." Zushakon continued as his eyes looked around, actually taking it in. "This is a very small collection of books, so I wish to see if you have more."

Spike rubbed the back of his neck with a nervous look. "Um...sorry that's kind of Twilight's thing. She's the one in charge around here and could tell you more about the books her then I ever could and she's out right now. But um...I could help...you looking for anything specific?" He asked as he walks to the Great Old One.

Zushakon was gonna replied till he heard the sound of another pony. "Spike where's Twi- Oh Sweetie Belle what are you doing here?" This one appeared to be much older then the others, something Zushakon was appreciated of, as she quickly moved down the stairs and hugged the little white one.

They then began to talk, of what though Zushakon didn't care as he began to notice something from the oldest one. Something odd. Deciding that it was nothing he looked back to the dragon. "Spike is it?" Zushakon called getting the dragons attention as he was staring at the pony. "This Twilight you spoke of...well she return soon?"

Spike gives a shrug at this . "Um...well...that's a hard thing to say." Zushakon gives a tilt of his head in confusion. "Well you see she left with the princesses earlier to somewhere...and she was very worried. I don't even know why...really didn't help that she was still covered in tomato sauce when she left."

Zushakon gives an eyebrow raise. "tomato sauce...? You mean that red substance on the floor over there?" He says pointing at the floor, to a small puddle of red liquid. Spike gives a groan as he begins to walk away muttering something along the lines of 'darn it I thought I clean all of it'.

As he was getting a rag or something to clean Zushakon walks to the puddle taking a little of it on his hoof and giving a sniff.

 **Blood...not that old too...victim must of died not that long ago...if he or she is dead...probably a pony or not, that I can't be sure...the victim...was insane. There smell of fear...madness...confusion...lust.** Zushakon thinks taking another sniff, before he hears the sound of Spike coming back with a rag and cleaning the blood. **It seemed that he believes it to be tomato sauces...He's no doubt a child so they're probably aren't telling him what it truly is...how 'human' of them.**

"Um...excuse me Mr. Zushakon is it?" Zushakon turns to the voice, finding the white pony, along with the little ones. "My sister and her friends say that you don't have a cutie mark nor do you want one...is there any reason for that?" The white one said with a curious tone. "Also I've never seen somepony with eyes like yours...their very strange..." The white pony then seemed to have a realization of something before saying. "NOT that they're ugly or anything it's just well...that and your horn and...tallness, I would think you'd be a Alicorn or something."

"And you be right." Zushakon says as he walks away from her to a book shelf, looking at the collection. **I might as well see if I could read what I could.** He thinks, not noticing the surprise looks the others gave.

The white one then said. "I'm sorry but may you repeat that I wasn't sure tha-" "What is with you lesser species and having to have things repeated to you?" Zushakon interrupted her, turning his head a full 180 degrees to face her. Shocking her and the children before he then springs his wings open, from under his cloak. "I swear to Yog Sothoth your reminding me more and more of humans with every word you speak. Tyu'h fhngky'h acoti human n'ghum hnj'afyoi. " Zushakon mutters in annoyance before he sighs.

"I apologize...that was rude of me." Zushakon said as he turn his whole body to them. "I am mere seeking information and would hate to waste what time of playing this game of meet and greet when I could be using it to find my family."

"You're family's missing?" Scootaloo ask. Zushakon answers her with a nod of his head. "They've been missing...for a long...long time. I'm simply trying to see if I can find anything of..." Zushakon stops as his eyes sees a book on a table on the other side of the room.

One of the children were trying to say something, but Zushakon pays her no mind as he walks the table. His eyes widen as he sees the book's title.

"It can't be..." He mutters as he places a hoof on top of it...tracing the title.

 **Alhazred's book...where his words live on...The Necronomicon!...wait...who's is this H.P. Lovecraft...and why does it sound familiar?**

Celestia gives a sigh as she let what Twilight said run through her mind. "Twilight...is Rarity okay?" She asked with worry as she looks to her student still covered in dried blood. "Are YOU okay?"

Twilight looks to her teacher and says. "I'm okay Princess...just that...I...I'm scared what this might be. If I'm right-" "Twilight I know that it seems that way, but this 'great old one' could be just from a story book you found." Celestia said, placing a comforting hoof on her student. "Don't let your fear cloud what may or may not be real."

"But that's what I'm afraid of most Princess...if it may be real." Twilight muttered as she looked down, but kept walking.

It was then she heard Luna's voice as she said. "Twilight we had heard of you talk of this 'great old one' since we depart from your home, it sounds like one found in a nightmare rather it be a true creature." Twilight gives a sigh at that.

Just then the home of the diamond dogs could been see with a large cave opening. Twilight could remember when she and the others came here once to save Rarity...it...had changed.

Blood was everywhere around the entrance...along with the remains of bodies. Splatter along the ground, covered in cuts or ripped apart. The smell horrible assaulting there noses...Twilight nearly threw up at this, before just swallowing it down as best she could.

"By Discords beard...what in the world...this beast, what ever it may be...is a true monster." Celestia muttered in horror, holding a hoof over her mouth in shock.

Inside the cave, Zushakon, in his original body he feels the presence of three beings outside his home. **More of those dogs again? I thought they were all dead...They could be ponies as well...** **d'tham** **...I'll just create a another avatar to speak with them, warn them if I have to.**

With a thought he grew a new avatar from the shadows near the entrance, the only real difference from his original being a lack of a cloak, as he had no reason to leave here. His avatar gives a breath as it was given life, before he walks to the entrance...at least enough to for them to see him, but that the light was touching him directly.

Just cause one of his avatars were in the light that didn't mean he wanted to be there.

As his avatar gets to the entrance he finds three ponies, two with strange hair colors...they don't even look like hair as more as a mass of some kind of liquid. It was then he took notice of their wings and horn.

 **Oh...so these are the other Alicorns...judging by the crowns they wear they might be the Princesses...that's odd though. Why would royalty be here? Without there guards? Wait...the one called Spike said that 'Twilight' was with the princesses. If what those first two ponies I met said is true then that means that purple one isn't a princess due to her lack of wings, which means she's Twilight...I put way more thought in that then I should.** Zushakon thinks before deciding to announce himself.

"Hello." He said, his voice void of emotion as he stared straight at them. They all took noticed, before taking what looked like defense stances. Each of their horns glowing in a colorful aura.

"Who goes there!?" Princess Luna says as she pointed her horn to the cave looking for who spoke.

It was then the three see a single Stallion as he stood, barely within there sight with the darkness of the cave. They couldn't even tell what kind of pony he was as his coat matching with the shadows around him. Princess Celestia's horn loses it's aura before looking to the others. "Now relax you two...he might know what happened here."

Zushakon notice that the blue one began more lax at that, though he could see her her muscles were still tense, meaning her guard wasn't fully down. **Smart...futile...but smart.** He thinks before he looks to the one he knew as 'Twilight', as she seemed more hesitated to lower her defense.

"But princess he could-" "Twilight please...he could be the only survivor of what went on here" Celestia interrupted giving a more stern face as she looked to Twilight.

Twilight looks back to Zushakon and gives a deep breath before the aura of her horn disappears.

Celestia then looks to Zushakon and says. "Hello there sir. I'm sorry if we startling you." She says before giving a small bow of her head in apologize. "No need for that...you're incapable of startling me." Zushakon said with bored tone as the other ponies back at the Liberty were trying to talk with him as he was studying the Necronomicon. He'll just keep ignoring them. "If you have nothing of importance to speak then leave."

Celestia seemed to be a bit taken back by his tone before clearing her throat, however before she could speak Luna shouted. "How dare you show such rudeness to our Sister! Apologize to our sister this instance!" Celestia gives Luna a look but becomes shock as Zushakon says. "I care not for you nor your sister. As I see it you are disturbing me in my home...I'll repeat myself once more. If you have nothing of importance to speak then leave."

His tone nothing but a bitter cold as he stared at them with blue eyes...the only thing of color they could truly see from him.

"Well surly you've notice the blood and bodies here!" Celestia nearly shouted as she waved a hoof over it all carnage, Zushakon eyes move to look at them. "My student, Twilight here, had a friend find a diamond dog...very injured and seemed to...gone insane, telling that the rest are gone as well. Can you tell us what happened?"

Zushakon gives a nod, pleased to have confirmation on his thoughts of the purple pony being 'Twilight'. **Hmm seems that not all those dogs did killed themselves...If one was alive that would mean there's more...it's never just one.** He thinks before his eyes looked to Twilight as he realize...she was studying him, looking for something. He could tell through her eyes she was afraid...of him? Maybe...who killed those around?...another possibility.

However through that...he saw something that really drew his attention.

Curiosity and intelligence.

He couldn't help but let his own curiosity grow at this. It never mattered what species it was, or how old they were to him, once he found something with TRUE curiosity and intelligence he wanted to know of them...to match wits with them.

"MY SISTER ASKED YOU A QUESTION YOU WORM!" Luna shouted growing impatient with how the stallion was just staring at them. This seemed to snap Zushakon from his thoughts...which annoyed him greatly. The insult didn't help.

"LUNA!" Celestia said in anger as she glared at her sister. "I'm sorry dear sister, but what ever had done this, is still out there. We cannot be wasting our time on this questioning." Luna said as her voice lowered with a bit of a guilty tone.

Celestia said at this, knowing Luna was right. "No...you are right. Sir...I'm sorry to be straight to the point like this, but do you know what had done this to these dogs?" She said looking to Zushakon with her leadership tone. "If so please come with us. You need to help us find-" "That we'll be unneeded." Zushakon interrupted her.

He then lifts and points a hoof to one of the remands of the diamond dogs. "Nothing had done this to these...'diamond dogs' as you call them...what you see here was all done by their own hands, as they murder themselves and each other." Zushakon spoke, not caring for the shocked looks the ponies gave.

"Wait..." Twilight spoke, taking a step forward. "What did this...what could have made them do such a thing?!" Zushakon could almost feel his avatar smile at that question. However before he could speak Twilight continued. "To murder there own friends...Princess I told you this. A Great Old One might have awaken!"

Zushakon eyes widen at those words. The first time he heard one of these ponies talk of his people. He could tell she didn't know a lot but enough to be afraid. He then wonder how she knew...till he remember his other self, studying the Necronomicon back at the Library which he believe she was in charge of.

"Twilight we don't know of that." Celestia said, though she tried to sound strong Zushakon could hear the denial in her voice. but Twilight seemed to stood her ground at this. "But Princess if I'm right then that would mean it would be awaken. It could be Cthulhu!"

Zushakon avatar's jaw drops for a moment at what Twilight said...before a sound began shooting from his mouth, a sound he never had made before. It seemed he lost control of his other Avatar as it to was making this sound. Like the oxygen that was in it's body was shooting out of it's mouth in a alarming rant.

Before he realize it, he's real body was doing it's own version. Though...different in a way.

It was a moment before he realize...he was laughing. "HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" Zushakon laughed, not noticing the look of shock the ponies were giving his avatars. Then then felt the very ground shake as a loud booming sound came as well, from the cave.

Twilight and the princesses had to cover there ears as they could feel their ears pop at the loud booming sound.

It took a moment but Zushakon was able to regain control of his avatars and stop their laughing, along with his own. "haha...oh...My apologize..." The Zushakon avatar at the cave said, while the other at the library seemly looked back to the Necronomicon without paying the others any mind as they were asking what he was laughing about.

"That's something I've never done before." Zushakon said taking in more oxygen to speak clearer. "Twilight is it?" he asked looking to the purple pony. "I must give you a much deserved congratulations. Not only for managing to find the Necronomicon, but also for...amusing me."

Her eyes widen at the name of the book. "Wait...how did you know I have the Necronomicon!?" She shouted in surprise, taking a step back in fear. "Because I'm currently studying it with another of my avatars at your library...do not worry your friends are not being harm mind you." Zushakon said with a honest-amused tone.

"Avat-..." Twilight stops herself as she realize what he just said. Zushakon then gives a bow as he final decides to introduce himself to them. "I am The Great Old One, Zushakon. Child of Hastur and Shub-Niggurath. Nephew to my uncle, Cthulhu. That is the reason I believe I laugh." Zushakon said standing back up straight. "To think of me as the Master Of R'lyeh? That is amusing."

Twilight could been seen shivering in fear at this. "Y...you...you..." Till Luna step forward, an anger look on her face. "If you are this 'great old one' then YOU are responsible for what's happened here!" She shouted in anger with her horn glowing in blue aura. "YOU MONSTER, HOW COULD YOU DO SUCH A THING!?"

Zushakon gives a bored look in replied, already lost his amusement with the loud voice of Luna's. "My responsible you say? To be fair, It's there own fault for this happening to them. I decided to repay them for freeing me by giving them the diamonds they wanted and they try to enslave me in return?" Zushakon said giving a scoff at the end. "Disgusting weak creatures of greed. I didn't even need to harm so much as a hair on their body as with one look at my true form they went mad and killed each other. I then destroyed every source of dreaded light they had inside, before eradicating there bodies. Through it disgusted me to do so, having to resort to cleaning flesh and bone, like some hungry shoggoth. However the smell of them would get distracting after some time and could attract other beings...it would seem I forgot about the outside. I'll take care of it later when the sun is set." He finished, not once seeming to care for what he did before turning around and beginning to walk off calling out to the other ponies.

"Hear me now, my true form is in this cave. You may enter but be warn, Your sight will be the first to go in this darkness before your mind will follow, and then you will know suffering. And I do not wish for unneeded blood on my hand. Return to your Library Twilight, My other Avatar will be waiting." He called out before his voice goes silent, in the darkness of the cave.

Twilight, Celestia and Luna stood there with shocked looks on their faces, before Luna's turn to rage. "That...that...monstrous...evil...vile...AHHHH!" Luna screams before opening her wings and charging in to the cave, the cries of Twilight and Celestia are heard, telling her to stop, but she had already entered the cave.

...And she will regret that decisions for the rest of her existence.

Her eyes widen as she finds...there was nothing. There were no light, nor anyway of tell where she was. Her horn led up, trying to shin some light in the room...only to be horrify as she still couldn't she anything. the darkness just swallowed her light. She turns around, stilling using her wings to fly, and becomes shock to find she couldn't even see where she came from. "That's impossible...I kept moving straight...but..." Luna mutters...not even hearing her own echo.

The silence...the darkness...It reminded Luna all to well of her time on the moon. She...then began to feel something with her eyes.

It dug through her brain. She couldn't even breath...feeling like she was gonna suffocate in here. She...she need to get out...need to find light, or anything like it. "Tia...! TWILIGHT...! ANYPONY!" She screamed...but had gotten no answer in return. She let's her wings stop flapping, hopping the feeling of the ground could relief her...it didn't as she...didn't feel anything.

Her hoofs where on nothing but air. She tried to step forward, but could touch anything to move. So she began to flap her wings...desperate to try and move. But no matter how hard she tried she couldn't. It was like this cave in no way follows the rule of gravity or space. "Let me out!" She shouted, hoping that Zushakon could hear her. "Let me free you MONSTER!" She shouted, her horn lighting up as she shoots a beam of pure magic out into the darkness. "LET ME OUT, LET ME OUT!" She shouted again and again, firing beam after beam of magic...but it did nothing.

She scratches her eyes as the feeling grew to be itchy...but no matter how much she scratch the feeling just keep growing worst and worst. "WHAT DID YOU DO TO ME!?" She shouted as the itching grew worst. Luna could tell it wasn't the area around her eye but her eyes herself were causing this. She continued to scratch hoping to stop the painful itching.

it didn't.

Before Luna knew it...she felt time pass. Seconds in this darkness became minute...which grew to minutes...which grew to hours...which grew to days. "Please...let me out." She mutters...begs as she place her hoofs under her eyes...or where her eyes used to be as she scratched them out days ago. She could still feel the blood on her hoofs...the pain still there. "Please...I'm sorry...please...I want to go back home...I want to see Tia...please." She cries...if she still had them she be crying her eyes out.

 **Do you fear me?**

"What?" Luna said...still unable to see, but happy that she heard something else. Till a sound was heard...a sound of several animals...and they were getting louder. Luna couldn't tell how...but she could make out each type of creatures coming for here.

Crows...Cats...Owls...Moths...Vultures...Bats.

She could hear their them...coming for her...and they were hungry. She tries to move...to leave...but she still remain...she couldn't run. Luna didn't want to die, she refuse to allow these creatures to have her as a meal.

 **It's not your choice to make.**

Luna hears the voice again, but ignores it as she lights her horn with Magic...holy to be horrify s she feels it drain from her.

 **Don't be afraid...it's only nature...running it's course.**

Luna then feels them pile on her, Cats digging into her legs, rats as they climb her noses...and enter her eyes, eating away at her brain. She screams as moths devours her wings, that allow crows to enter her mouth, forcing themselves down her throat, pecking and pecking, as they tear her insides apart. Luna tries to scream only to be muffled. The pain just kept getting worst as though Owls and Vultures began ripping into her stomach and throat, the bats are all she feels them chewing through her ears to get to her brain.

she tries to move get them off...but that only made them eat faster and more savagely.

...before she goes limp...with the last words she hears.

 **That is not dead which can eternal lie, And with strange aeons even death may die.**

"Luna...LUNA!" Luna's eyes open in shock as she takes a huge gasps of air. As she begins to to realize what happened, she found she had her eyes, and that she was being devoured by those animals. She then finds Celestia and Twilight were looking to her with very worried faces as they were all outside of the cave. "Luna are you okay?!" Celestia said as she held her sister.

Luna...then burst into tears. "T-TIA!" She screams before hugging her sister, crying as she had never before. "IT WAS SO HORRIBLE! SO DARK, SO SILENT! OH CELESTIA I WAS IN THE PITS OF TARTARUS ITSELF!" She cried as more tears began to fall.

"That was merely a warning."

Luna seemed to freeze as the voice spoke, wile Celestia and Twilight both look to Zushakon as he was deeper in the cave, the only thing visible were his blue pupils. "WHAT DID YOU DO TO HER!?" Celestia shouted as her horn flared in yellow aura, giving a angered look that Twilight had never seen her teacher give.

Though...Twilight could see that Zushakon, even with only visible things as his pupils, still held a bored look. "I knew that one of you might try to attack me, or try to follow me. So I gave a warning. What Luna saw...is nothing compare what I well do to those that come to my home without my blessing. This is my home...where you're nothing but an annoyance. I allow you to enter to retrieve your sister, if you try to do anything against me as she had...I will be least merciful." Zushakon said, looking to the anger Celestia before he looks to Twilight. "I would suggest you leave, and not return till you bring something of importance to me...I will met you at your Library miss Twilight. I have questions...as I know do you. Till we speak again."

Zushakon then looks to Luna as she stared at him with tear stain eyes. If he were a lesser being he might had felt pity for such a weak species...too bad for them he wasn't. "Princess...do you fear me?" He says, lower his voice to a near whisper the echos the walls.

Before it erupts in Luna screams and begs as she wanted to leave to get away. Twilight gives a gulp of fear as Zushakon fades away in the shadows.

She...she didn't know what to say. Luna ran in to the cave with her and Celestia following her...and before they were even here for a second they found Luna screaming as she was crying on the floor.

As they were leaving the cave Celestia looks to Twilight and says. "Twilight...I'm sorry for doubting you. This 'great old one' is far evil then Discord or Queen Chrysalis...I have to take Luna home. I ask you...no beg you..." Celestia said, holding the shaking Luna close to by with her wings. "...you must gather your friends. I will bring the elements, with them we could-" "PRINCESS NO!" Twilight shouted interrupting her before looking down in shame.

"I'm sorry...but...we can't. He is powerful far beyond us...maybe even the elements. We only saw a avatar of his...his true form will drive us mad like the diamond dogs. There's nothing we can do. How are we going to use the elements if we can't even look at him...and what if they don't work, and anger him?!" Twilight said as she kept her eyes on the ground. "Besides...he's not evil."

Celestia seemed taken back by that. "Not evil...Twilight look what he did to the diamond dogs...what he done to Luna!" Twilight picks her head back up and looks right at her teachers eyes. "The diamond dogs were trying to enslave him and Luna charged into his home, in raged...! He reacted to us, not acted. Besides...he can't be evil." Twilight finishes as she looks back down. "That would mean he HAS a balance of good and evil...but he doesn't cause he's above good and evil...He's omnipotent."

Silence met them at that...the only sounds being Luna's soft sobs.

Till Celestia spoke. "...I...I refuse." Twilight look to her Teacher confused. "I refuse to believe that. A being of that power existing. Twilight, I'm sorry truly I am...but I cannot allow such a CREATURE LIKE THAT TO BE REAL!" She shouted before taking a deep breath, trying to calm herself down. "...I will take Luna home now...do you wish for me to drop you off back in ponyville?" She asked, her horn glowing with her magic as she does.

Twilight though shakes her head. Without another word Celestia leaves in a flash, teleporting back to her castle. And leaving Twilight as she stood outside the cave of Zushakon. "...why..." Twilight, looking down, muttered with a low tone of anger in her voice. "Why won't she just BUCKING LISTEN!" She shouted in rage. "HE'S A GREAT OLD ONE, A GOD TO ALL OF US! HE COULD DESTROY US WITH AS LITTLE AS A THOUGHT!" She finished before taking a deep breath and begins to walk home.

Though she was angered at the arrogance of her teacher and worried for Luna...She felt mostly fear...and dare she say excitement of meeting and speaking with this being, as she remembers him him saying they've both had questions for each other.

She just hopped that her friends didn't anger the being.

"-And darling i must know who even gave you that cloak, oh such a bald color, it doesn't match with you at all!" Rarity on and on as she had the either time, The younger ponies having left earlier he thought he finally have some peace and quit.

How wrong he was.

 **I swear on my father and mother, if I'm given a true reason to destroy this entire species, this one dies first, slowly and painfully.**

 **(Author's Note:**

 **Thank you all for reading this. I wanted to give the mood of 'don't fuck with Zushakon'...I hope I did that right. Please leave a comment.)**


	5. Awaiting a meeting with a Great Old One

"Okay...let me get this straight." Rainbow Dash says as flow up in the air, looking down to Twilight as they were heading to her home. "You're tell me, and everypony else here." She said pointing a hoof at the confused and worried Fluttershy, Applejack, and Pinkie, before continuing. "That a...what was it you called it?"

Twilight sighs as she mutters. "Great Old One." It was easy to see that she wasn't in the mood for Rainbow to be skeptical right now.

Rainbow nods her head at this. "Gotcha...this 'great old grezzer' is some kind of god-like monster that you read about and is at your library, waiting so the two of you can talk?" She finished as she placed her hoofs on her sides and gives a annoyed look to Twilight. "Come on, we beat DISCORD! What can this guy do then we can't- GAH!"

Before she could finish her sentence, she was gripped in a pinkish aura, before being place on the ground, facing Twilight, who gave a anger look. "Rainbow Dash...shut up. This is worst then ANYTHING we or anypony else has ever faced. He is a Great Old One...his power is greater than Discord, the princesses, and maybe even the elements...This is BIG." Twilight said, right to Rainbow's face, before letting go of her magic hold of her.

It was there Applejack walked to her. "Twilight, I'll admit I don't know of this great whatever you call it, but doesn't this look like something the princesses would be better to deal with?" She asked as Pinkie joined her side.

"Oh come on Applejack we don't need to bother them, maybe he's not as mean as we think and we could throw him a party?!" She said in her happy tone. Twilight gives a sigh at this, placing a hoof on her face. She knew not telling them what happened with the princesses and of Rarity was a dumb move, but the last thing she needed was for them to panic.

Fluttershy joined the others. "Maybe they are right Twilight...I mean...if he is so Bad shouldn't the Princesses be...talking with him?"

Twilight slowly takes her hoof off her face and looks around them. It was starting to become noon and Celestia look to taking the sun down soon. Many ponies seemed to be heading home for now. Twilight looks back to her friends and with a regretful sigh she spoke. "You guys really don't get it. When I learn of this...the Princesses were the first ones I told. When I told of them of it they...didn't really think of it as much either...till I told them what happened with Rarity."

Everypony's eyes widen at that. "Wait what happened with Rarity!?" Fluttershy nearly shouted with a look of fear on her face. "Keep your voice down!" Twilight says as she looks around, thankful that no pony heard them. "She was attacked by a...'insane' Diamond dog. She came to my Library covered in it's blood and...I told the princess and we went to see what happened..." She pauses as she remembers seeing the bodies of all the diamond dogs, and meeting Zushakon.

"It didn't end well." Twilight finish as she wonders if Luna was gonna be okay. She could see the others become curious at this, with Rainbow asking. "Wait...what happened? Did you met this thing? Did the Princess kick it's butt?"

Twilight shakes her head. "Listen...everyone...he isn't like Discord. His name is Zushakon...I don't even know what he looks like honestly. I never got a good look at him. He's...he isn't something you buck with here...please girls...he's at the library just waiting there. Spike and Rarity are probably there right now, so PLEASE believe me when I say DON'T mess this up, don't anger him PLEASE!" Twilight begged as she looked to them with pleading eyes.

Applejack places a comforting hoof on her shoulder. "Ah Twi, you know we got your back. I reckon this 'Zushakon' won't be a problem as much as you think." She said giving a confident smile before Rainbow chimes in. "Yeah, I mean so what if he's a great whatever. You got us." She said, opening her wings and stepping forward, cockiness dripping in her words.

Twilight sighs at their words. She knew that they really didn't know about this 'Great Old One'...too be fair neither did she. A small thought enter her head of what they said. That maybe he could be reason with...that they could at least find something to him, that he won't kill them all. It was a long shot, but it was the only hope she could hang on to.

Pinkie and Fluttershy both give her smiles as well as her eyes fall to them. They looked to happy...so alive.

She gives one last sigh before she begins to walk again, saying. "I hope you are all right...I really do."

In the library Zushakon and Spike were talking to each other, Zushakon laying on the floor while Spike sat on a chair by a table. Zushakon was looking at a book that the dragon had given him earlier after he stopped with the Necronomicon, closing it and leaving it on the same Table where he found it.

"So...you have other species, other than ponies." Zushakon said as he looked to the history book, reading about some of these ponies so called history. It seems that they are a young race, even younger than humans. Not much even happening besides a few special moments.

 **Hmm...this Nightmare Moon. Trying to keep the world under darkness...such a fool. Was she really willing to murder all of these ponies 1000 years. If this world is like the one I'll lived in before then these ponies need food, and plants need sun...also Cthugha would probably kill her knowing that...wait says that she was Jealous of her Sister Princess-...oh. Well...it seems her foolishness was paid for.**

"Yeah, there's Zebras, griffons, Minotaur, of course Dragons, and a lot others." Spike said as he grabbed another book and given it to the dark Alicorn. "You seriously didn't know about them?"

Zushakon gives a shrug. "I wouldn't say I...didn't know. Last I've heard of some of these, most were...to put it simple, extinct." He says as he grabbed the book with his mouth and laying in front of him. After opening it and having trouble because of his hoof he found that it seemed to be a biology book of some of the creatures here, as of now he was on the page with the dragons.

And to put it plainly, they were not as...intimidating as he remember from the last time he read about them. They looked so...childish in these photographs and art work. Taking a quick glance at Spike's appearance did not help.

"Wait EXTINCT!?" Spike said in shock as his eyes widen realizing just what the he said. Zushakon nods as he turns a page, getting annoyed with his appendage now. **You think they would create these objects in a way for them to grab with their lack of fingers.** He thinks as he finally turned a page before he looks to Spike and replied. "Yes, as in having no living members, or no longer in existe-" "I KNOW WHAT EXTINCT MEANS!" Spike shouted, interrupting him.

Zushakon gives a shrug as he says. "If you really wish to know, then fine, I'll tell you. You see many years ago there was a...incident, with some of my half-brothers. Ending with several of them being killed, by said creatures you mention, my mother grew angered, torturing and murdering all of these species, you speak of. This was before I was born so I honestly have no real details aside from what my father had told me." Zushakon gives a sigh at the end. Remembering his mother was...making him feel odd. As well as his father. The brief look he took at the book on this world's history didn't help him, or give him any insight. And to be honest he should have expect that.

Spike gave a loud 'gap' sound as he swallowed his saliva, a look of fear in his eyes as he does. A show a fear that he never understood. Spike then asked. "So...I'm sorry about your brothers...and that your mom had to...She must have been really strong to have ki-..." He goes silent at the end as he doesn't know what to say.

Hearing this Zushakon spoke...as well as corrected him. "My mother wasn't a 'must have been'...she holds more power then you could ever hope to gain...maybe even I. Also do not think of my brothers as such of those to feel sympathy for. I care little of them as most are unintelligent, or a waste of time, as well as being a thousand of them."

"You have a thousand brothers!" Spike said in shock, Zushakon gives another shrug. "Whoa...so...you don't think of them as much huh...isn't that kind of mean?" He asked the black Alicorn as he rubs the back of his neck awkwardly.

Zushakon gives him a look with have closed closed, a gesture he learned that means 'seriously dude'...whatever that meant. "My brothers and sisters, honestly don't matter. I apologize if that confuses and horror's you to hear this."

Spike just looks to the side. "It's okay man...so...your mom killed all the dragons huh...awkward." he said trying to change the subject. To which Zushakon replied. "Well...if you think of it like that then yes. The only thing I've seen that could truly resemble a dragon would be my uncle, being part dragon himself."

"YOUR UNCLES PART DRAGON!"

Zushakon places his hoofs to his ears at the loud shout. **What is with lesser beings and shouting, is it a responds to news?** He then looks to the shock look on Spike's face, where even a child could see that he was...also excited.

"Well...yes actually." Zushakon said crossed one hoof over another in front of him. "My uncle, Lord Cthulhu is part dragon, so far as to have wings like one and once sneezed fire...destroyed a moon and whipped out all life on that red planet that's fourth away from the sun, but that's not the point."

Spike didn't seem to care about that as he was shaking his fist up and down, chanting 'yes' to himself over and over again. He seemed to be very happy about something, which Zushakon didn't know of.

 **Hmm...Will I am curious...also this is a good chance to test if this avatar's mind is strong enough for Telepathy.**

With a thought Zushakon looks to Spike and begins to hear his inner voice, among his chanting. 'Oh yeah YES, this might mean I do have a real chance with Rarity.' Hearing this Zushakon blinks in confusion for a moment, cutting his connection with the young dragon.

"Wait...that white pony that took my cloak and is in the basement...'fixing it' as she said?" Zushakon said as he moved to sitting up position, keeping the confuse look on his face. "And what is this...'chance' you speak of? Is there a possibility of something you wish to gain?"

"Wait what?" Spike said as he hears what Zushakon asked. "How did you know I was thinking that?!"

"I read your mind." Zushakon said in a simple replied as he tries to lift the book, failing as it falls though his hoofs, annoying the Great Old One even more then before. **How do these ponies carry these...must I really only use this avatar's mouth?** He thinks, but as he open his mouth to grab the book, before Spike shouted. "YOU CAN READ MY MIND!"

The black Alicorn sighs at this, pulling himself back to his sitting position and replies. "Yes, it's a very common way of speaking for my kind, as many of us in our true forms speak is even too much for many beings. To be honest it's a means I prefer, as I enjoy the quiet." He says before he picks up the book with his mouth, lightly biting on it, and places it on the table Spike was sitting on.

As he let's it out of his mouth he ask. "So...what were you think of that 'chance' with...Rarity, I believe her name is?" Spike seemed to become embarrassed at this as he held his hands together and look to the floor. His face glowing a silent red-ish color as he does.

Seeing this Zushakon leans closer to the baby dragon and gives a sniff, shocking him as he back away and said. "H-hey what are you doing!?" Zushakon places a hoof under his chin and says. "Hmm...it seem that you pheromones had rose at the mention of that pony...if you are as alike to humans as I believe that means you wish for her to become your mate, am I correct?"

The red-ish of Spikes face grew at this, but he stays silent, knowing what the term 'mate' would be used for. Though strangely ignoring the fact that he was compared to a human of all things. Zushakon then realize that the boy might be to embarrassed to even think of that. Taking a moment to pause and enjoy the silence of the room, he speaks. "Is this 'normal' for your kind here to be attracted to ponies ...are you ashamed of this? "

Spike snaps out of shyness at this and said. "No No not at all it's...Well...it's just...Do you think I have a shot at being with her?"

"I don't care for your ways of mating." Zushakon said in a flat tone, really not wanting to have this kind of conversation. It was then that Spike moved to his knees and held his hands to getting in a begging fashion. "Oh come on, please! Please I'm begging you here! I...your the first GUY that knows about it so...I got to ask, Please man!"

Zushakon places a hoof to his faces and sighs. **I really don't have to put up with this...but he's treated me fairly so...** He thinks before he takes his hoof off his face and asked. "Why does my opinion matter to you?" Spike looks down at this as he fiddles with his fingers and moves back to a standing position.

"Well...it's just that...like I said your the only guy that knows and I'm wonder if...you could see if she likes me back." He said with embarrassed tone in his voice, not even able to met Zushakon eyes. This causes the Great Old One to give a loud sigh.

It was easy to see he REALLY didn't want a part of this. The mating and human emotion of love was something he had no interest in and wanted nothing to do with it. And to be completely honest he was feeling a bit of disgust at the thought of a pony and dragon matting at all, finding it as a reminder of humans and what THEY would do with each other and other animals...hell he wouldn't be surprise if any human's wanted to mate with THESE ponies in this world.

But one look at the pleading dragon and Zushakon knew he had to be honest.

"If you wish for my honesty...then no. Most creatures of different species cannot become mates with one each other. Unless they are of the genes or within the same breed of family it is impossible...with these ponies being, most likely of the 'Equidae' family with 'Equus' genes, as for you being part of a more 'Lizard' family and genes...I'm afraid that's how it usually goes." He said sternly as he look to the dragon as he becomes crestfallen. "You...really think that." Spike asked as he keeps his eyes to the ground. Zushakon nods his head and says. "No, what I think doesn't matter, that is is how it all works...i will not treat you like a weakly. You wanted my honestly and I gave it. To be fair, I maybe wrong. I know little of you dragons and while I'm more familiar with 'horses' these ponies here seem to be much different, So many it is possible. But I ask you, do you really wish for such a thing?"

Spike looked up to the Alicorn at this. "What? What do you mean?" He asked with a confused look on his face. Zushakon places his head to eye level with Spike and said. "Your are young, do you truly wish to have a mate with something of a different species, at THIS time? I don't care if you do or you do not, but never the less, I'll tell you if you truly wish for such a thing then you are only asking to be held down from what ever your potential will be in the future."

"Held back?" Spike said as he place a hand over his head in confusion.

"Indeed, held back in the way that your emotions well cloud your instincts and hindering you from surviving when it truly matters." Zushakon finished as he pulls himself back up to his sitting position. "I'm just telling you the truth."

Spike seemed heartbroken at this. Lifting a single clawed finger up he asked. "I...I'm not gonna lie, I'm a little confuse but...Wait...what about your uncle?...he's part dragon-" "He's also part octopus." Zushakon said, interrupting him in a matter-of-fact tone.

"WHAT?!" Spike said his mind...VERY confuse by what he heard.

Zushakon stood up at this and said. "You seem to think of me as one of these ponies here. Truth is that I'm not. If you wish to learn then please stay...your master, Twilight will come here soon I believe." Spike seemed to be slightly offended by this. "Twilight isn't my master!" He said with anger in his voice.

This made Zushakon confuse. "Really...then what is she?" He asked with curiosity.

"She's like my older sister man." Spike said with his claws into fist as he sees Zushakon just nod casually at this before he says. "Interesting...I apologize then. A simple misunderstanding there." Spike look to about to say something before the sound of a door Zushakon opened. Zushakon knew this to be the basement and that Rarity had come out of it, most likely holding his cloak.

He then hears her said. "Well it's taken me a while, the little supplies Twilight had didn't help, But I finally managed to get this down. Zushakon dear, may you please-" "No." Zushakon interrupted the her, not even looking at the work she done with his cloak.

Rarity seemed a bit confuse by this. "Um...sorry but what was that?" She said as she held the 'new' cloak in her magic grip. Zushakon still doesn't look to her as he says. "Although I am appreciated by your generosity, I have no wish to take it from you knowing that you had placed hard work on it. If you wish you may keep it." Rarity seemed taken aback by this.

"Um...are you sure...come on at least try it on." She said trying to talk him into wearing the cloak. Zushakon then decided to look to her, slightly surprised at what he saw, not for his cloak as it seemed to look more...'friendly' then before, but at how she was holding it with a strangle light blue color aura that was also on her horn.

 **Oh so it seems that these ponies have developed some form of Telekinesis...interesting.** Zushakon thinks, however before he ask another sound of a door opening was heard. Turning to it he was meet with the sight of the purple pony he was waiting for. A smile forms on his avatar.

Twilight takes a deep breath as she enters her library, eyes closed ready for the worse, to prepare herself of anything as she ...but as she opens her eyes...she's meet with the sight of a happy Rarity and Spike as they ran to her and pulled her to a hug. "Twilight!" The called out in happy tones as they held her close, Twilight smiling as she hugs them back happy that they're safe. The others coming in behind them, greet and making small talk with each other.

"Twilight it's good to see that your fine." Rarity said as she pulled away from her friend, her happy tone then turned to worry as she said. "Spike said that you and the princesses went off to see...what happened with the diamond dog...are you okay?" Twilight nodded her head and replied. "I'm fine Rarity really, are you gonna be okay?" Before she could rely back Rainbow flew above them and shouted. "Yeah Rar, Twilight said that you were covered with Blood!"

"BLOOD!?" Spike shouted, letting go of Twilight at the word. Rainbow placed her hoofs over her mouth as the other ponies seem to glare at her. "Wait-wait, you said...tomato...I...I-" Spike said as he began to realize hat he had clean earlier as somepony's blood.

Zushakon, still at the other side of the room see's the Dragon's mini-panic attack. **It seems that they tried to protect him from the truth...much like the human's would with their young, and just as foolish.**

"That's why it smelled so weird...YOU TOLD ME IT WAS FROM PINKIE'S PRANKS AND THAT YOU FELL INTO A BUSH FULL OF TOMATOES!" Spike shouted pointing a claw finger at Rarity with a horrify look on his face.

The pink pony seemed to give a confuse look at this, before realizing that they said it was her. "...really...bush full of tomatoes?" She said with a deadpanned look. "That's not even funny."

Spike wasn't listening to her as he held his head in his hands. "On my goodness...I...I cleaned someone's blood...I tasted it earlier when I was cleaning it up! WHY DID YOU LIE!?" He shouted looking to Rarity and Twilight for an answer. However before they could answer him A voice spoke.

"Do not take offense to this Spike, they were simply trying to keep you from the truth as an act of protection. Although I don't agree by how they try it, and ultimately failed in it. the intent is at least worth acknowledgement." Zushakon said as he stood up to his hoofs.

At his voice all the ponies, and dragon, look to him. Twilight eyes widen and her jaw drops as she meets the black alicorn. Taking a few steps forward Twilight asked. "...Um...Lord Zushakon?"

Zushakon meets the purple half-way, and leans his head down to her level. "Hello again Ms. Twilight."

Twilight gives a gulp of fear. "...you're 2.041512 yards tall." She says not even realizing what just slipped through her mouth, confusing Zushakon for a moment before he his smile returns and replied. " You're 0.9144 meters tall." Twilight go feel her face grow red at this as she thinks. 'Great job Twilight, make yourself an Idiot with the Great Old One by saying how tall he is...next your gonna say his eyes look fascinating!'

"Do not worry, it's easy to see that you are nervous and thank you for the compliment of my optics." Zushakon said, shocking Twilight as she asked. "You can read my mind can you?" Zushakon answers with a nod.

"Oh...F ck me." Twilight mutters as she place a hoof to her face.


	6. When the stars are right

"So...how have you been sense last we've spoke Ms. Twilight Sparkle?" Zushakon said, taking a step to turn his side, before he begins to circle the purple pony, studying her. Twilight doesn't move as he does this."Your muscle have become tense...and you seems that your mind isn't focus? Are you afraid?" Zushakon asked as he stood behind her looking to her flank, mainly to the mark that she held.

Twilight doesn't say anything as she stood still in fear. She doesn't even met his eyes as he looks her over.

 **So...this 'cutie mark' as those little ones call it, tells one's...'special talent'.** He thinks as he looks to the said mark. It seemed to be some kind of childish looking pink star with four little white ones around it, make that five as one seemed to be peaking from behind the large pink one. On closer look...Zushakon began to notice something seeping from the mark. Growing curious about it Zushakon places his hoof on it, causing a 'squeak' sound from Twilight as he face becomes red. He pays this little mind though s he thinks. **That's odd, it seems that there isn't even a change to the feel of it from the rest of her fur, though it seem like some kind of energy is coming from it. It's not a lot but it ...seems to feel like the enchantments and rituals that the humans used, whenever they had summoned me or my family.**

Meanwhile the other ponies in the room, as well as Spike, stood with there slack jaws wide open as they watched their friend have her...flank rubbed by some Black Alicorn Stallion. It was easy to see the fact why their shock looks turn to quickly rage for most. Zushakon though, doesn't even look to them as he was busy trying to study the mark. "Ms. Twilight." He calls for her, now noticing how stiff she was and that she hadn't said anything about his touch. He then sees Twilight's head turns to him, her eyes in complete fear as she does. Seeing this look Zushakon takes his hoof away from her flank and asks her. "Are you healthy? Your body temperature is rising and your muscles are more ten-" Zushakon doesn't get to finish as Rainbow suddenly shouted.

"GET AWAY FROM HER YOU PERV!" Before landing her hoof to his face at full speed, a loud creak is heard and everypony sees Zushakon neck fall to the side in a...'odd' angle, looking closer one could see that even his jaw was broken...and yet he still stood tall, not even moving a inch saved for his head.

Everypony, even Rainbow, is shocked by this, not that he haven't moved, but at his injury itself. "RAINBOW YOU F CKING IDIOT!" Twilight shouted, all the fear lost from her eyes as it turned to rage, staring daggers at her friend. Rainbow fell to the ground as the realization of what she done hit her...that she killed somepony. "T-Twilight I didn't mean it...I, I...I..." She tried to say but Twilight stopped her, moving in-between her and the still standing Zushakon.

"WHAT IN TARTARUS WERE YOU MEANING TO DO THEN!?" She shouted in rage, The others in the room try to go to them, in a attempt to calm Twilight down, but stop mid-way as they see something. "H-He was touching your flank and you were just letting-" Rainbow tried to say but stopped as Twilight moved up to her face shouting. "HE PRACTICALLY A GOD, THAT COULD, AND PROBABLY WILL THANKS TO YOU, KILL US ALL WITH A THOUGHT! IF HE WANTS TO TOUCH ME, THEN I'LL BUCKING SUCK IT UP, BUT YOU-"

"Uh-Twi-" Applejack tried to say, but Twilight stopped her. "NOT NOW APPLEJACK, I MEAN YOU'VE DONE SOME DUMB THESE EVERY NOW AND AGAIN BUT THIS-" "Um-Twilight!" Rarity said as she grabbed Spike and place him behind her. "NOT NOW RARITY, YOU JUST DOOM EVERYONE WITH YOUR GODDAMN-" "TWILIGHT FOR THE LOVE OF BUCK TURN AROUND!" Pinkie shouted as she tried to hide behind Fluttershy, failing merrily as Fluttershy just ran behind her.

Twilight blink in surprise at Pinkies loud yell...before a sound of...'meat' being ripped opened fills the room. Twilight then sees all her friends, even Rainbow, scream terror as see something horrible. Becoming scared herself Twilight looks quickly looks behind herself and sees Zushakon...with several black tentacles ripping out of his throat.

The room is filled with ALL their screams as this happens.

Zushakon's tentacles then move around the neck they were coming from, wrapping around it before they tighten their grip and another loud creak is heard, several tentacles then moved to his mouth, gripping around the jaw and moving it around till another a another creak. After the tentacles then began to moving back into the throat, closing the wound they made to exit as they did.

The now 'fix' avatar moves his jaw slightly around, before moving to his neck, giving several 'pop' sounds as he does...he then noticed the screams and stops to look to the ponies and dragon...finding all of them by the corner of the room, huddled together in fear.

 **Well...that's to be expected. I'm shocked that none ran for the door out... their fear might had clouded their judgment...or the more easy way to say it as, they are like humans and fear makes them foolish.** Zushakon thinks before he takes a deep breath and slowly steps toward the huddled group, watching as they flinch in fear.

"I apologize that you all had to see that. But repairing my neck and jaw is not easy without better suited appendages...it was 'difficult' to say the least, as your friends witness Ms. Twilight Sparkle. I had to use a different means to fix this Avatar's body. I again apologize if I frighten you." Zushakon said calmly as he sees they are still frighten of him, he almost had to hold back a sound of disappointment as he realize just a mere slightly this was enough to make them act such a way.

Just then Fluttershy slowly stepped to him. "Um...are you...okay?" Zushakon raised an eyebrow at this pony just now remembering her as the one he saw her earlier today after he had killed that bear and eaten it's heart. Just looking at her again, this time closer, he found that she was indeed weaker physically then the others around her, aside from Spike. She couldn't even meet his gaze as she kept her eyes to his hoofs.

Zushakon tilted his head to the side and sees her mark, finding it as three pink...'insects' with blue bodies. He almost gives a sigh of annoyance as he realize that he wasn't really gonna find what he wanted till he ask, something he wasn't looking forward to. "This avatar's body has been heal to it's original condition." Zushakon says, moving his head back to normal, before he looked to the pony that had broken his avatar's neck and jaw.

Rainbow visibly flinches as her eyes met his. Zushakon is silent for a moment as he keeps his gaze with Rainbow Dash's says. "If you value your life...never do that again." His tone loses all emotion, what little he had, and his blue iris stare right at the eyes as Rainbow began to feel a cold chill go up her spine. Zushakon then looks to Twilight and asked her. "Who are these ponies? I don't understand the reasoning of why you brought these other four." He said referring to the four ponies that came with her.

Twilight gave a gulp a fear, but takes a few steps forward non-the-least, to take a step in front of him and keep his focus on her. "I...well...You see these are my friends a-and they-" "I apologize for the interruption, but what became of the princesses? I assume that if anyone would have accompany you to where we would met it be with them...or at least the one with white fur, what was her name- Celestia, right-right..." Zushakon said as he interrupted Twilight, muttering at the end as he placed a hoof on his chin in thought.

He watches as the other ponies keep a defense stance for each of them, and Twilight grows slightly anger. Zushakon can see her teeth clutch together as her eyebrows move to a acute angle. He could hear her give a strong breath before she spoke. "Princess Celestia...is taking care of her sister, Luna after what happened at...your home. I apologize for that, it got out of hand. After that Princess Celestia told me...to gather my friends and meet you while she takes Luna home and raises the moon." Twilight said, trying to hold back the anger that she felt for her Teacher.

Zushakon though instantly began to poke holes in what she said. **So...I mentally scare her sister...and in retaliation she sent one of her subjects with her friends...granted one of them is the one that I WANTED to speak with but... I can't help but feel insulted. Why would she do that? And what does she mean by 'raises the moon'?** He thinks as he looks back to Twilight, finding she was still looking to the ground, anger in her eyes.

"Do you hate me for what I've done?" Zushakon asked, snapping Twilight from her quiet rage to look at him. "I can see the anger in your eyes. If you hate me for what happened, I don't understand why, as it haven't happened with you directly. that 'Luna' should have known her place." He said, not even showing a ounce of regret as he actually looked bored. Twilight seemed a little taken aback by this as she railed her head slightly back.

"I-it's not that...it's um...it's nothing." Twilight tried to say but as she looked back to Zushakon she noticeably freezes as he stares straight at her. After a moment of silence he says. "Ms. Twilight Sparkle...I'm not a fan of lies, nor do I enjoy when information is with hold from me. If I wanted to I could read your mind...but I'll give you this chance to redeem yourself and speak. I rather you give the information then me take it." Twilight gives a scared 'eep' noise as she takes a step back.

Suddenly Pinkie Pie was right next to her with a amazed look on her face. "Wow, you can read minds! Quick what number am I thinking of?!" She says like a big smile. The fear that she had disappeared from her face and replaced with a child-like excitement. Zushakon was slightly confuse by this, but listen and focus on the pink ponies mind.

'Oh what number, what number should I think of!' Pinkie thinks as she shakes her hoof up and down in a fast pace. Zushakon could feel...something was odd about this mind...it felt chaotic and more sporadic then a normal mind like Spike. It took him a moment before he realize...it was insanity. Only a small portion, but still insanity. As well as fear...fear of being...alone.

Zushakon then hears her think. 'Come on, Come on...um 4- no 6-no 1,586,576, 475, 869,201,297...no...I know 0! He never find out-' "Is it '0'?" Zushakon asked with an eyebrow. Upon hearing his answer Pinkie gives a loud gasp and quickly pushes herself across the floor in shock till she by the others. "Girls he CAN read our minds." She said, whispering loudly to them, while keeping her eyes on Zushakon.

Having enough Zushakon looks back to the shock Twilight and ask. "Back to the matter at hand, Twilight, I like to know what you're not telling me. Also why you brought your friends here. I couldn't care less for your peers that you surround yourself with." Twilight sighs as she knew this was gonna be heavy...but she had no choice but to tell the truth, after all, he's a Great Old One...it's a miracle he didn't just kill them all after Rainbow Dash had broken his neck...something she still needed to make sure she apologize for. That and with her holding of information from him probably was making him mad, and as she remembered how the old saying goes.

Even the most patient of Alicorns may be upset if they're insulted a third time.

Twilight sigh as she began. "Well...first I think it's time for a proper meeting." She said before she placed her head low, showing as a pony's way of bowing. "My name is Twilight Sparkle, student to Princess Celestia, I'm the one in charged of this library with my number 1 assistant, Spike." As Zushakon gives a curious look at her inducing herself, Twilight called for everyone else to come closer. Spike was the first to follow Twilight, hesitating for a moment before he bowed as well.

"Well...you know my name is Spike and-" "Stop that." Zushakon interrupted as he gave a cold tone that frighten everyone in the room for a moment. "Continue to introduce yourself to me, how you see fit, but I refuse to have you bow before me...it disgust me to be reminded even more by those...cult members." Zushakon said as he sat down, muttering at the end as his mind thinks back to the cult members that would worship him and his kind. A low growl-like sound comes from him as he remembers the things they've done in their name...to THEIR OWN SPECIES none the less.

He moves the hoof that was on his chin to over his eyes as he gives a disgusted sigh. "I apologize...but that gesture just brings me...'bad' memories. Please continue." He said calmly in, surprisingly, a sad tone.

Spike seemed a little hesitant but continued. "Well as you remember, I'm Twilight's assistant here, you know helping as best I could." He finished with Zushakon giving a nod as he understood, before looking to Rarity. "My guess is that...with your talk of my...'fashion' earlier, and by how you...'fix' my cloak...is that you are...a 'tailor' of sort, correct?"

Rarity's eyes widen at the sudden attention before she gives a small gasp and looks around the room. She then finds what was looking for in the, cloak that she spent her time on. Grabbing it in her magic she then brings it in front of her for everypony to see.

"W-wow this looks really good Rarity." Fluttershy complemented, Which Rarity enjoyed as she replied. "Why thank you Fluttershy. Unfortunately I didn't have much to work with here so thankfully Twilight had some equipment in the basement I could use." She then looks back to Zushakon and ask. "Um...are you sure you don't want it dear? I mean-" Zushakon shook his head before she could finish. "I see I must repeat myself as I said 'Although I am appreciated by your generosity, I have no wish to take it from you knowing that you had placed hard work on it'. Also I have no real need of it as you have all seen my avatar's form and that the amount of light here had decrease, making it more bearable."

"You don't like the light?" Pinkie asked with a curious tone. Zushakon gives a shake of his head as he mutters. "It...reminds me of...a 'adversary' I once had." Twilight became shocked at this as she spoke. "Adversary?! You had a rival?!"

Zushakon gives a sigh as he places a hoof on his face...a migraine...entering HIS mind, not the body of his avatar, as he remembers what had cause him to be trapped in the first place all those years ago. It was...strange...almost like a blur now for some reason...it is possible that his mind has begun to dim. All alone with no contact with anything, as well as injury, may do that to one being, even a great old one.

He gives a shake of his avatar's head to rid his thoughts and look back to the ponies. "That is something I don't really to share." He then lay down to his stomach and look to Rarity. "Please though, we are getting off track...may you continue?"

Rarity smiled at this, place a hoof on her chest with a honored look on her face. "Thank you, Zushakon...You're right about me being a tailor of sort. I work as a fashion designer and as a seamstress with my shop the Carousel Boutique." Zushakon nodded to this as remembers one of the children he came with was familiar with her more then the others, even to show affection for.

"And I believe you know of the children that brought me here...I believe one of there names were...'Sweetie Belle' correct?" Zushakon asked as he remembered the hug Rarity gave her. "Oh...that's my little sister, Sweetie Belle. I hope she and her friends weren't causing you trouble." Rarity said, giving a nervous tone at the end.

"No they're were as children were, full of life and happy...though VERY talkative, specially about this 'Cutie marks'...are you well, you seem worried?" Zushakon ask looking to Applejack as she gave a worried look.

Applejack's eyes widen at the sudden attention. "O-oh...um...it's just well...You probably met my sister as well, Applebloom. Let me just apologize for-" Applejack tried to say but was stopped as Zushakon held a hoof out for her to stop.

"There is no need for an apology, I cannot be angered by a child, for being a child." Zushakon said, a bit quickly as he wanted to hear about these ponies and was getting annoyed with this content swift of the subject.

"Okay...just making sure you didn't hurt them." Applejack said quickly, happy that her little sister wasn't hurt by this monster.

...Till a paused filled the room at this. The air around them...becomes cold...cold enough that Twilight and her friends could see there own breath.

"What's going on!?" Spike said in shock as it became harder to even breath as the air felt...heavier, making it hard to breath. "I...I can barely breath!" Pinkie said as she fell to the floor gasping for air, the others fell too, all gasping for air and feel coldness of...something around them.

Zushakon then stands up, not even being shown to be effected by the cold or heavy air, as he simply stares down to Applejack, as she held a fear look on her face and gasp for air.

Zushakon held a look on his face not seen by MANY beings, wither it be on his avatars or real body. It was anger...Not annoyed nor bothered...a real anger look. He takes a step forward and Applejack swears all the lights in her friend's home went out for a slit second. " **WHAT...ARE YOU IMPLYING.** "

Zushakon aske-...no command from her, his voice sounding...un-natural like as if he spoke from everywhere at once. Applejack begins to feel a dark feeling enter her mind, as sweat moves down her brow.

 **I could destroy them ALL!** Zushakon thinks in anger...real anger. **How dare such a weak and pathetic horse, DARE think that I would even consider do such an act!** Memories began to move around in Zushakon's mind...of the children he seen in his existence. **Wait...what am I doing...**

"I...I-"Applejack tried to say but was stopped as Zushakon said. "Silence." And then suddenly the coldness disappear and the air becomes normal, leaving everypony confuse for a moment. They then see Zushakon was holding a hoof to his head and seemed...confused by something.

 **This isn't like me...to fall prey to the emotion of rage? This is wrong...** Zushakon then gives a shake of his head. **Something is either infecting my mind...or that damaged that I thought earlier is worst then I thought.** He then looks back to the ponies.

"Enough of this...your constant questions and interruptions are getting annoying. I'll just take the information from those of you that haven't told me of themselves. So I may speak with Twilight and be done with this." Zushakon said, realizing that he'll need his full attention if he hopped to see what happened to him, back at his original body.

"H-how are you gonna-AHHHHHHHHH!" Applejack tried to question as she stood up, only to fall back to the ground screaming in pain, this happened to Pinkie Pie, Fluttershy, and Rainbow Dash. Blood began falling from their eyes and mouths as they're screams grew louder. The others tried to help, they were screaming...begging for Zushakon to stop.

But he simply tone their voices away from his ears as he focus on the memories of all the ponies enter his mind.

 **Applejack...she appears to work as a farmer, at a filed called 'Sweet Apple Acres'...ah...I was there- That's were came to and saw her, that yellow one, named...'Fluttershy' and finally...'Rainbow Dash'...the one that broke my avatar's neck. Hmmm...It seems that the 'Fluttershy' one is a caretaker for animals and this 'Rainbow Dash'...control the weather?...how curious. And finally this 'Pinkie pie'...she works for a bakery called...oh what a small world.** Zushakon thinks before he feels something shouting in his ear. He ignores this as he suddenly sees something that caught his attention from all four of these ponies. **'Elements of harmony'...hmmm interesting.**

With that, he closed his connection with their minds, ending their pain. As he opened his avatar's eyes he's met with...Twilight Sparkle, holding her glowing horn at his face. "Oh...hello." Zushakon says as his eyes look to the others finding that they were recovering from have a Great Old One, dig through their mind, Rarity and Spike helping them as they try and comfort them.

Zushakon then looks back to Twilight and says. "What were you planning on doing?" Twilight takes a step back and her horn's glow faded, it was there he could see that she had tears in her eyes. She also gasping for air as she seemed out of breath. Zushakon was confuse by this...till he saw that half of his vision was gone. It was then that he realize that...half of his avatar's face was nearly blown off. Zushakon one vision eye snaps back to Twilight. "You tried to kill me?"

Twilight gave a gulp of fear as she began to visible shake. "I-...I...I had to stop you from hurting my friends...they were screaming...WE were screaming, begging you to stop, but you didn't!" Twilight said with much fear in her voice. Zushakon gives a tilt of his head, and several tentacles shoot from his his opened head and began repairing him, fixing his head in a fast rate of seconds. As his avatar's head was back to it's original stats, he then says. "You know what I am and have an idea of what I'm capable of...yet you attack me? You are either brave or foolish...or insane, telling the deference is actually more difficult then you think."

"I'm sorry...punish me how you see fit...but please don't hurt my friends." Twilight said, in a begging tone. Zushakon gives a nod, before looking back to the others, finding that Pinkie Pie and Fluttershy crying together, Rainbow Dash curled up shivering, and Applejack rocking back and forth in a fetal position. Spike and Rarity were trying to talk to them, but they were silent. Zushakon looks back to Twilight and says. "Find then...such loyalty will not be simply ignore."

As Twilight gives a shock look at this, before she sees him lift his hoof up and everypony...stops. As in the freeze in time. Before Twilight could say anything they all dropped to the floor, sleeping. "W-What did you do to them!?" Twilight question as she looked to Zushakon with a horrify look on her face.

"Relax...I've placed them to sleep and have erase their memories of the pain they endure as well as my...'healing' abilities. Least reason for them to fear me." Zushakon said as he sat down, while Twilight checked on them. "If it clams your mind, I apologize for causing...'Fluttershy' and...'Pinkie Pie' pain...though I'm not apologizing for the other two. Having a Great Old One dig through their minds is not easy, to be completely honest, if I was in my real body they wouldn't even be able to tell, though it's...different doing it through an avatar."

As Twilight tried to wake Spike up, Zushakon continued. "It's not possible for you to awake them from a sleep this deep. Let them rest for now, I believe this talk between us is over-due. Now...what are these 'Elements of Harmony' your friends all have in their minds? It seems as if it is some kind of energy-aura about it. They also seem to think it will be powerful enough to stop me." Twilight looks back to him with a shock look as she stood up from Spike. "So...am I correct?"

Twilight looks to her unconscious friends and back to the Black Alicorn before asking. "...L-Lets continued to the kitchen...I need some tea, you want some?" She says as she walks to another room, Zushakon follows behind her as he replied. "You wouldn't happen to have knowledge and means to make a brewed drink prepared from roasted beanlike seed of the tropical shrub...would you?"

"You mean...coffee?" Twilight asked looking back to him and giving an eyebrow raise. to which Zushakon's ears perk up as he replied. "Oh...I'll have that...preferable without that thick pale yellow obese liquid that rises to the top of that, white fluid rich in fat and protein, when it is left to stand nor that crystalline substance obtained from various plants." He says as he follows her to the room, finding it as a kitchen of sorts.

"...You mean cream and sugar?" Twilight with a confuse tone, gone of all her fear. "They change the names for many things as species went on for a lot of things, it's easier just to call it by it's compound then to say it's name." Zushakon said as he gave a shrug of his shoulder. As Twilight gets a pot and stove ready Zushakon stood still and looked to the room. It was pretty small...and seemed...very docile-like.

As he looks around he sees the cabinets, the pans hung up, the stove and thinks of these ponies. And he couldn't help but compare them to Humans. **Something doesn't seem to add up. Why are they like this...if they are like those...'horses' then how did they become the new species...are there human's left? It is possible that they been around since Cthulhu's awakening when the stars were right? Maybe...no...then why and how?** He thinks as he sees Twilight open a fridge to get something, allowing him to see food in there. **They even have the appliance for artificially keeping a consumable substance in a storage as Humans had...they have books...and lack the means to even open them without placing wrinkles on most the pages without practice...wait...they even produce...'pasty' as humans had called it. Hmmmmm...surly this species had lived over a thousand years, judging by how that book told of that 'Nightmare Moon'...of course they must have lived longer then that. And no human could have survived Cthulhu's awakening...So how is it that they have developed into have the same type of books, appliances,...'food'...without human influence. The only other way would have been if a-...no, no that wouldn't work either why would one of-no...I shouldn't even humor that idea with a thought. Perhaps they had evolved from normal-no...they even have the same work environments, and leader positions. Princess...farmers, caretakers, tailors...This doesn't makes since.**

Zushakon thinks as he placed a hoof under his chin in thought till a voice broke though his thoughts. "Um...Zushakon?"

Snapping from his thoughts Zushakon looks to Twilight a she was standing in front of him with a worried face. It took him a moment before he saw that their were two cups floating in the air with a pinkish aura covering looks back to Twilight as she insanity look to the ground. "The coffee and tea is ready...I'll just place them on the table here." Twilight said before quickly moving to a nearby table and sitting down on a chair while placing a cup each of opposite sides. Zushakon gives a shake of his head and walks to the table, taking a seat, but minding his head, as his horn could nearly touch the ceiling.

He looks to the cup and front of him and back to Twilight finding her quietly sipping her cup, as it was being held in front of her in a pinkish aura, along with her horn. **Wait... that feeling is there...the same from her mark, but it seems to come from her horn. There's a lot more then before...hmm, perhaps it wasn't Telekinesis that I saw Rarity using to hold my old cloak. It could be that they are using this energy to do so...which would explain why they have everything as-...no...that still leaves why they are like this in the first place.**

Growing annoyed Zushakon decided to ask that another time as he had other manners to think of, such as speaking with Twilight. With a mere thought, the cup in front of Zushakon levitated to him him, allowing him to gently sip from it. Using his avatar's tongue Zushakon tastes it from his original body. As he shallows the liquid he says. "...this is good."

Twilight gave a slight jump at his sudden words, before she quickly nods and says. "Thank you...but um...it isn't much. Spike is...usually the one that makes, you know the real food and all so...tea and coffee is all I really know how to make right." Zushakon shakes his head at that. "Now your not giving yourself enough credit, this is quite good, I would even say it's better then the kind the species before yours would make." He says, closing his eyes as takes another sip, not even caring for the shock look on Twilight's face.

"T-There was a species before ponies! What were they, what ere they like-" Twilight was asking till Zushakon opened one of eyes with annoyance shown on it. he then then places the cup down and says. "That is for another a later discussion, as for now, the human phrase would be 'ladies first' as I have things to ask you."

Twilight as confused by the 'human' part...but knew that was for later and instead ask. "I'm...sorry for asking, but what would a Great Old One want to know from me?" Zushakon nudges his head to the other room that still had the sleeping ponies and dragons. "Lets start with something simple...why had you brought your friends here? I could understand with Rarity and Spike as they were here before I arrived, but why would you bring others as well? I would even understand if they were perhaps of importance leader-wise as maybe head of the guard or maybe even a negotiator to talk of peace...instead you bring a farmer...a caretaker...a pasty-maker who is also a...'party planner'...and finally a member of some group called...'weather patrol', who attacked me and broke my avatar's neck...If I were any other Great Old One, I would have ended all of you for this insult. Explain so you give me a reason why you would do this, so I wouldn't."

As Zushakon was saying this, Twilight was inching her head closer and closer to the table in fear. As he finished her face was practically flat against the table with her hoofs covering her head. Zushakon waits for a moment as Twilight began muttering something to herself, hearing it as she talking about how 'screwed' she was, something he didn't understand nor cared to find out about. This gave him a chance to take another sip from his coffee.

 **This is REALLY good.** Zushakon thinks before he sees Twilight raise her head with a calm look, as she exhale. "You wouldn't happen to know of the Elements of Harmony would you?" She asked looking to him with a curious look. Zushakon sets the cup down and places his elbow on the table, with his head resting on the hoof he replies. "I've learn about them VERY recently through your friends and I believe that I saw something about them in one of your history books...They believe it has what it takes to defeat me...do you believe that?"

Twilight shakes her head. "Honestly...I don't know. The Elements are unbelievably powerful artifacts representing subjective aspects of harmony. They are arguably the most powerful force in all of Equestria, The place were in right now." Zushakon raises an eyebrow at that.

 **Equestria...isn't that a term used by human for horseback riding? Also these Elements...hmmm.** As he thinks this, Twilight continues.

"You see each artifact represents an element of friendship and can only work if wielded by one who possesses the corresponding trait and if all six are used in conjunction. Their a last resort to restore and enforce the balance of peace and order. Though...thinking back on it...I think the effects of their use are generally temporary and...not lethal, as they usually are a form of banishment or imprisonment." Zushakon nods his head, showing that he understood this before he asked. "Are they're examples of this, so that I may learn of it?"

Twilight nod her head back and said. "Well their were two real moments when we used them. Once was by for Luna...as she was Nightmare moon." Zushakon made a noticeable sound as he replied. "Ah yes...I've read of that. 'The eldest, Princess Celestia, used her powers to raise the sun at dawn, while her sister Princess Luna brought out the moon at night. And over time, Princess Luna grew resentful of their subjects who played in the day but slept throughout the night. So it was said that one day, she refused to lower the moon and her bitterness 'transformed' her into Nightmare Moon, vowing to shroud this land in eternal night'...a true fool she was." He said as he gave a shake of his head at the end before continuing.

"Allow me to predict what came next...the older sister then used these Elements to defeat her sister, but judging by what you had said earlier about them being non-lethal, and that I had saw her earlier...she came back cured of her foolish I believe?" Twilight shook her head at this.

"Not exactly...you see 1000 years later, I discovered that Nightmare Moon was gonna return 'on the longest day of the thousandth year', which was in two days'. I tried to tell her by sending a letter to Princess Celestia to warn her of Nightmare Moon's return...but till she told me that it was some myth. She then sent me here, Ponyville, to see to the Summer Sun Celebration preparations and to 'make some friends' as she said. I did just that...before the celebration came and..."

Zushakon notices the long pause and said. "Allow me another prediction...the myth was correct and any ounce of respect I had, or ever would have had, for your Princess died."

Twilight...gives a reluctant nod. "Yes...she did. She appeared instead of Celestia at the Celebration to show herself. I then learned of the elements and went into the ruins of the ancient castle in the Everfree Forest near here to find them with my friends and to make a long story short...we found them and confronted Night-" "Wait...run that by me again." Zushakon said, interrupting Twilight, giving a roll of his free hoof. Twilight seemed confuse as she said. "Um...'I then learned of the elements and went into the ruins of the ancient castle in the Everfree Forest to find them'?"

"And you did...correct?"

Twilight nods at Zushakon question, before she becomes shock as Zushakon gives a low groan of irritation. "Is...something the matter?" Twilight asked with a raised eyebrow.

Zushakon gives a loud sigh as he placed his free hoof over his eyes. "No...just given another reason that any species that's born of this planet, has a high chance of ridiculously...I believe the word was 'ludicrous'. Tell me if this makes sense...Your Princess had place six POWERFUL artifacts away from her grasp in a ancient castle...in forest instead of keeping it safe guarded at HER castle which would have at least a plan at the ready? Am I the only one that sees the problem in this?"

"Well...when you put it like that...it makes Princess Celestia sound..." Twilight tried to say as Zushakon finishes her sentence. "incompetent?" She nods at this.

Twilight then said. "Well anyway...it was during then that all my friends and I found that each of us each embody the Elements themselves. Applejack with Honesty, Rainbow Dash with Loyalty, Fluttershy with Kindness , Pinkie Pie with laughter, Rarity with generosity, And myself with magic. With all of us together we defeated Nightmare moon and transformed her back to Luna, Restoring peace."

 **So they used 'honesty'...'loyalty'...'Kindness'...'Laughter'...'Generosity'...and 'magic'...This is beginning to sound like one of those motion pictures things that many human children love...'cartones'...'kartans'...whatever the name was.**

A un-comfortable silence as Twilight finishes her tell. It was a long moment before Zushakon spoke. "I see...but I don't understand still...if your unsure of these elements then why endanger your friends by bring them here? As well is that I'm not even truly here, your only speaking to an avatar, but you know of this...unless...you were ordered to, by someone after I gave a warning to her sister."

Twilight nods her head. "Yeah...Princess Celestia is a good ruler she is, everypony loves her. She's help and taught me so much...if it weren't for her I would have never met all my friends, yet...sometimes deep down I...am SO FRUSTRATED with her! When I read that Nightmare moon was coming and she dismiss me, only for it to be true I...I was angry at her at least a little bit. I'm her most faithful student...I want to help her...I've known her most of my life and when I told her of...You, she told me not to worry..." Twilight said as she grabs her tail and begins petting it.

"Yet you were. Because of something you read in that book claiming to be the 'Necronomicon'." Zushakon said as he leans his head closer, becoming truly interested in what he was hearing. He's met with silence as Twilight simply nods, not even thinking of what he said. Seeing this Zushakon continues. "...by my guess, you managed to convince them to come...and you all saw of what became of the diamond dogs. And the rest have all lead up to here. With your Princess asking you to gather your friends so you all may used the Elements."

Twilight gives another nod as she had a distraught look in her eyes, Zushakon sees this and thinks to himself. **She seems to regret having to talk like that about her teacher...no doubt she believes her to be responsible for her life as it is, and she be right.** Zushakon thinks as he looks back to Twilight, seeing her still petting her own tail.

 **I'm not getting real information out of her like this, she believes she not only betrayed her leader but also her teacher...however...she did answer why questions without fail. Though...none of them were ones I truly desire...I don't even know why I bothered with these questions...** **AVW'MUO MGLP,BJGK'YID KAMB** **It's been just a waste of time. But...It wasn't a total waste. I learn of these Elements and I have confirmation about the Princesses, it seems that they're either immortal or have long life spans. Can never be too sure if they were named after ancestors. Yet she still talked of them moving the sun and moon...Could it be that Cthugha is no more? That's the only way I see someone messing with his 'precious' sun...but that would mean the Moon-Beast as well...hmmm unless they were dead before these ponies came, and they got the Idea that one of them could- or- AH! This is becoming an annoyance...did humans always had to go through this to understand US?!**

Zushakon then looks back to Twilight and sees that she was looking away from with a distraught look on her face. "Ms. Twilight...how much do YOU wish to know about me?" Zushakon asked suddenly snapping Twilight from her sad state to a more shock one. Zushakon gives a nod before she could say anything. "You've given me a lot of information, that may seem useful for me...so in return, I'll give you as much information on myself and my kind for you, as much as you want."

Before even Zushakon could gave guess it Twilight was gone right before his eyes in a pinkish flash, confusing the Great Old One for a moment as he sat with his eyes wide open. "Did...did she just spontaneously combusted?" Zushakon said as he looked over the table and found no trace of her at all, confusing him even greater.

 **What happened? Wait...there's the energy again...it feels like it's...leaving a trail, but why-** "I'm back!" In another flash of the pink light Twilight appeared in the empty seat by his side, all traces of her sad look gone, as she actually shocking the God for a moment with how quick she was. Twilight than placed, what seemed to be a recording device on the table. Before he could even speak Twilight was first.

"Where do you come from?! What's your true form?! Have you always been in Equestria!? How many of your kind is out there?! Do you have a family or friends-" " **ENOUGH!** " Zushakon shouted in a very loud voice, snapping Twilight out of her...hyper-like state as she was speaking faster then even her pink friend.

Giving a breath to clam himself Zushakon said. "If you truly wish for me to tell you EVERYTHING...then I will tell you of the things very few had heard...we must start at the beginning...of time...and life. When everything was born. You will learn things probably no other of your kind has...for I will tell you why when the stars are right, We well plunge from world to world through the sky, but when the stars were wrong, we could not live."

Zushakon could swear to Yog Sothoth, his Father, Mother, uncle, and his thousands of brothers and Sisters, that Twilight had smiled so hard that a sound that could be described as 'Sqee' came from it.

 **What have I just agree to do?**

( **Author's Note:**

 **Well I was gonna write ALL about the Cthulhu Mythos and everything, with Twilight asking him questions and all...then I saw I've written over 7000 words of this...I mean for the love of Yog Sothoth...for a single chapter...and hell written longer, but if I had put ALL of that with the Explanation of the Cthulhu Mythos...HA! That ALONE would take around 6,000 words...maybe more!** )


	7. Zushakon mythos

Zushakon gives a deep sigh as a excited Twilight stared at him with a huge smile. He places a hoof over his face and gives a low groan. **Something tells me by the end of this day, I'm gonna regret something.**

"First I must ask you before anything else, is how do you ponies tell of your time? Many species tell theirs differently, I'm asking so you can know just how long this truly goes back." Zushakon ask as he looked to a clock that was held on a wall. "My guess would be that the one you ponies use would be, of you using the sun or moons positioning...correct?"

As Twilight nods he continues. "That would also make me believe that you tell your time through the words of years, and judging by how in one of your books here you used the term '1000 years ago' I am correct." Another nod was his answer.

Zushakon places his hoof to his chin in thought. **Well...that helps...now for the hard part.** "Do you know of the Universe and or galaxies that are of all space?"

Silence greets him as he sees Twilight look to him with a wide eye look. Zushakon moves his hoof from his chin and back to over his eye as he gave another low annoyed groan, not even noticing Twilight as she slowly takes out a notepad and pen from under the table in her hoofs.

"To place it in the most simple of ways to understand...the universe is a all existing matter of space considered as a whole; a...'cosmos' if you well. It was believed by the species before yours to be at least 10 billion light years in diameter and contains a vast number of galaxies; which they thought was a system of billions of stars, made together with gas and dust, held together by gravitational attraction. They were right...expect for the numbers. The universe is Trillions light years in diameter and a galaxy holds quadrillion stars. This was common for lesser beings to think though as they really couldn't tell of this, due to their lack of knowledge and only being able to see in 3 dimensions. Same as you most likely."

Twilight was quickly writing this down as fast as she could, before stopping for a moment and asking. "Wait...so what about Equestria in all of that?"

Zushakon gives a scoff at this, as a small smile is visible on his face. "Your world is nothing to it. If you think itself to be truly important...then honestly think of it like this. Let's say...I kill your entire race and all life on this planet, hypothetically of course, now...knowing what I told you...do you think the Universe would care, that it would stop ALL because of the lost of your kind? I'm speaking realistically here. " Zushakon says, taking his hoof off his eyes and looks to Twilight with a knowing look.

Twilight stops her writing as she takes in what he said for a moment. As she does she thinks about all the stars that she seen on her telescope. How she felt so small, when there was so much out there that was unknown to her. "...we...are nothing, are we? Nothing but...a little pebble under a raging river huh." She says, more to herself then to him. Zushakon nods though, agreeing with her...before he notices that Twilight was somehow holding a notepad and pen with her hoofs, without the pink aura covering them.

 **How in the name of Azathoth is she doing that?** He thinks as he sees her hoof was merely placed against them...and yet it was being held perfectly. He opens his mouth to comment but leaves it. **Forget it, last thing I have need for is more questions.** He thinks before he continues.

"Do not take it personal, the universe is still expanding since its creation in the Big Bang about 697 Sexdecillion years ago, and since me being trapped for MANY years after, not even I know how long it's been since the beginning." Zushakon said giving a shrug as he sees Twilight beginning to write down more on her notepad with a intrigue look on her face.

After a moment of silence, where the only sound was her writing down what she learned, Twilight looks up to Zushakon and asked. "What is the 'Big Bang'? Was it some kind an explosion? And what do you mean by trapped?" Zushakon crosses his hoofs over his chest and answers her, as best he could in human terms. "You may say that...the big bang was the beginning of it all...of every star...and every organism that lived."

Zushakon stops as he thinks back. He could help but...be reminded of his Father. How his Father would take hours of his time to tell him the story of his people and answer him any question he had. Of what to fear...and of what he is. "It's actually amazing. How one little thing could have done so much...And the best part is...it was ALL an accident."

"WHAT!" Twilight shouted in shock, dropping her pen before quickly picking it back up and instantly began writing down what he said. Zushakon gives her a moment to finish writing her notes as she continued. "How could that be possible?! You're saying that all of...'Everything' was a accident?"

Zushakon gives a single nod and replied. "Indeed...all because of him."

" 'Him'? Who's 'him'?" Twilight asked in waiting leaning closer as she could barley hold her excitement. Zushakon could almost laugh as he saw this.

 **The poor creature really doesn't know...she like a child with a new idea for a game.** He thinks before he opens his mouth and says. "Some call him 'Daemon Sultan' others call him 'Nuclear Chaos'...some even say he's 'The Blind Idiot God'...He created the entire universe...and all of the Multiverse." Zushakon leans back in his seat as his Avatar's eyes look up to the ceiling. Memories again entering his mind of his father telling him this...making him feel nostalgic of...'happier' times.

"Blind Idiot God? Why would somepony...wait, what's the Multiverse?" Twilight asked confused, taking a quick peek at her recorder on the table to see it was still taking in everything.

"It's an infinite realm of being or potential being of which the universe is regarded as a part or instance. All hindering on the choices anyone makes. For example, let's say I look to you and I decided to rip out your left eye or right, in that way I had made two universes, perhaps four if I take both or neither. And over a thousand other ones with HOW I did it for each choice. With any choice that ANYONE makes creating another universe where that choice happened...sometimes it's big...sometimes it's small. One of you ponies could die now, there are LITERALLY...an infinite amount of universes with what his or her death caused or didn't cause. Not all of them depend on choice...it all really matters what happened...there might even a universe where you yourself are a Great Old One." Zushakon explained, giving a casual wave of his hoof as he does.

Twilight places a hoof to her head as she takes this all in. "I...I...I don't what to say. I mean...I can't believe it. That one thing...made all that. And that...I can't believe it."

"What you believe is irrelevant to what is true...I haven't gone to the important part." Zushakon said as he places his hoof under his chin. "The one responsible for it all, who created life...death...existence to a scale not even I could even imagine. His name...is Azathoth and he sits and dreams in a court at the center of infinity, attended by his...'servitors' who lulls him to remain in his deep slumber. Twilight...do you think of me as powerful?"

Twilight becomes confused at the sudden question, before she gives a hesitated nod. "You're wrong...I may have some level of power within me, but that doesn't mean anything. Azathoth is more powerful then I could ever imagine. Then ANY of my kind could. Remember what I said about the Multiverse...at the center of infinity is WHERE the center of the multiverse is...HE is the center. And I...fear him...my family fears him, my whole race...FEAR him. We all fear a being that to THIS day...to THIS VERY MOMENT has slept, not once awakening from his slumber. And in all the time of all existence, in every single universe...never had he awaken."

"...W-Why? Why would you all fear him if he's never done anything? That doesn't make sense...You are all...GODS!" Twilight said, shouting at the end as she couldn't believe what he was saying. She pushes herself up, stand on her hind hoofs as her front hoofs were on the table.

It was a human trait Zushakon knew they would use when they couldn't believe what they had been informed and become aggravated.

Zushakon doesn't even turn to her though as just gives a sigh. His eyes look stare to his cup of coffee he had, it still being half full. It...was then the liquid inside...began to stir. Moving around in waves before moving to a whirlpool fashion. The Liquid then began to raise from the cup and floated right in front of the two, shocking Twilight as she...didn't see Zushakon's horn light up. Meaning there was no magic.

As the floating coffee was shifting and changing shape, Zushakon continues. "I'm no god...never was. Or...at least I never thought myself to be one. The truth of the matter is...I'm not. I am just...'here'...I exist. Lesser beings are convince that those with more power to them are gods...to be honest I am not even a creature. We, my family and race,...are neither living, nor dead. We simply are...'here'. We come from beyond your meaning of time and space, searching of realms to reclaim that what is ours. But...when the stars aren't in alignment we fall back in our cages. Do not miss understand me, though we were 'sleeping', as some would say, we weren't. My kind would use avatars to still walk the land...though unfortunately we would still bound to the planet as our avatar's couldn't leave off world. And so...many of us slumbered in our the great cities in the mountains, deep beneath the waves, under the molten rock, or in my case, the darkest cave. THAT alone shows us not to be nowhere near as powerful as many would think."

The liquid then begins to take form...before becoming a miniatures coffee solid replica of Twilight, in unbelievable detail. Right to the very detail of every stain of hair she had on for her mane. Twilight was amazed that he could make something like that without even as much as trying.

Zushakon continues once more. "Twilight...what do you know that's worse then death?" A moment of silence is all that meets him back, as Twilight...honestly didn't know how to answer him. This cause the Great Old One to give a scoff and say. "Well...there's is one, if you hadn't know. Worst then any torture or punishment that could ever be done to ANY kind of being...It's called...Not existing."

"Not existing?"Twilight asked with surprise, taking her eyes of the miniature coffee version of herself. Before sitting down and picking up her note pad and pen, writing down what he said. Zushakon rolls his eyes and continues. "Indeed. For you see...when Azathoth awakens, and one day HE WILL, all of everything will vanish and meet non-existences." He spoke in a cold honest tone, looking to Twilight's shocked face.

"A-Are you sure...how could he-" "Remember how I told you that all of everything that was created was an accident?" Zushakon said to interrupt Twilight. "It's simple...the accident was Azathoth sleeping...all of anything that ever was or ever will be...in all universes of the multiverse and beyond infinity, is nothing but his dream."

A cold silence meets him...followed by the sound of Twilight's notepad hitting the ground. "What?" Twilight says, giving a shake of her head disbelieved of what she heard. "T-That can't be...everything?"

"Everything...and when he awakes, it will all fade. You...me...your home, your friends, your family, yours hopes, your dreams, all the stars, all of light and darkness...there will be nothing left but Azathoth. His very existence creates chaos. A never ending phase of beginnings and endings...this is what it all ends with." Zushakon said, calmly. He could understand by this was a lot to take in. And he knew what she would ask next.

"D-do you know when? Is there a way to...keep him asleep?"

Her tone was full of worry, no doubt that she was thinking of not only herself...but her friends and family. Zushakon looks deep into Twilight's eyes and slowly shakes his head. "No being, not even my father or his father, knows when he will awaken...Azathoth cannot be beaten...he cannot be bargain with. I barely even truly know a thing about him or how truly powerful he even is. However...he WILL awaken...that is why his 'servants' play flutes and drums or tended upon him as dancers to lull him, hopping that it will buy time...And the simple fact is...is that we don't even know if they are even working."

"How could you...how could you live like that? Knowing that...everything could end...in blink of an eye?" Twilight says as she looks to the table, her note pad and pen forgotten at this point... with a horrify expression stuck to her face. "...wait...how do you know of all of this?" She asked looking to the Great Old One. Zushakon looks away from Twilight, and back to the still floating coffee figure he made. The said coffee then began to change shape...changing...to a sign.

"This is the yellow sign...the symbol of my father." Zushakon said, feeling the nostalgia again. When his father taught him about Azathoth and the gods above them. A ghost of a smile could be seen on Zushakon's avatar. Just then he heard Twilight spoke. "Back...at the cave, you said that you were the child of Hastur...he's one of the sons of Yog-Sothoth, The Unspeakable; He Who is Not to be Named; Lord of Interstellar Spaces; Hastur."

"One of the most powerful ones of all my kind." Zushakon spoke, looking to Twilight as she was staring at the sign before she ask. "Wait...who is Yog-Sothoth?"

Zushakon leans back in his seat at this. "In order to explain Yog-Sothoth you must know what he is...A Outer God. Beings ruled by Azathoth...They are the servants that dance rhythmically around Azathoth and lull him to sleep more with their music. Do NOT let that be what makes you think of them as though. Their power...is the reason THEY are given the title 'gods'. A Great Old One, like-myself, is indeed powerful...but to an Outer God...I am nothing. The same could be said for ALL Great Old Ones. The Outer Gods co-rule with Azathoth and exists at all places and in all times in the cosmos, and multiverse all at once. My mother, Shub-Niggurath, and Grandfather, Yog-Sothoth are of these beings."

Twilight almost instantly picks back up her notes and began writing what he said, Zushakon watches as she does this. **Hmm...even with all I've told her, it's amazing that that have of curiosity is still in those eyes...if anything it was growing.**

"It goes at the following, first came Azathoth from him...came three offspring. They were called 'Darkness'- A being of which, I cannot even begin to describe, 'The nameless mist- Yes that's it's actual title, and final...'Nyarlathotep'- The most dangerous of them." Zushakon said...feeling something crawl through his mind as he spoke the name of the Outer God.

Zushakon holds a hoof to his head and softly shakes his head to rid the feeling before he continues. "He is known as the Crawling Chaos, the God of a Thousand Forms, the Stalker among the Stars, the Black Pharaoh, and the Faceless God. He enacts the will of the Outer Gods, and is their messenger, heart and soul. He is also is a servant of Azathoth himself, whose wishes he immediately fulfills. What those wishes are, I don't know...but I do know this, Unlike the other Outer Gods, causing madness is more important and enjoyable than death and destruction to Nyarlathotep...Your Princesses called me a monster...believe me Twilight if any being is truly the one fitting for such a title, Nyarlathotep would be the one."

Zushakon stops as he hears Twilight give a gulp of fear.

"Do you wish for me to stop?" He asked as he looks back to the pony, finding that she had sweat moving down her brow. Twilight then shakes her head and says. "No...I just...I'm just...forget it." Zushakon wanted to push forward on this but Twilight merely dodged the subject as best she could at this. With a sigh he continued.

"From the 'Nameless Mist' came my grandfather, Yog-Sothoth and from 'Darkness' came my mother 'Shub-Niggurath'. The two mated and created my father 'Hastur'-" "WAIT-WAIT-WAIT-WAIT-WAIT!" Twilight shouted interrupting Zushakon for a moment.

Twilight was then standing on all four of her hoofs with a surprised face as she said. "Your mother...is also your grandmother?!" She says with a voice of complete disgust as her face becomes a slight shade of green. This confused Zushakon as he really didn't see anything wrong with that he said. "Did I...say anything to offend you?" He said giving a tilt of his head in confusion.

Twilight gives a shake of her head as a disgusted look was on her face. "Well...you see...um...ponies of the same family-" "No one of my family are of ponies. What is wrong, you seem embarrassed. Is something the matter?" Zushakon asked completely confused by this reaction. It wasn't unnatural for this to happen, species seem to mate with one another all the time before.

 **Perhaps it's become Taboo? That would explain the reaction.**

And it would seem he right as Twilight's green ill face, suddenly turned to red. She then began to stuttered as she tried to say something. "Um...well those of the same family...shouldn't...do that or-" If they hadn't, then I wouldn't be have been created...and why shouldn't they?" Zushakon spoke, causing Twilight to look to the ground in embarrassment.

"Well um...forget, it's just a pony thing I guess." Zushakon could hear her panic and nervousness but was completely confuse as to why she acted like this. **She is a strange one...but nerveless at least somewhat entertaining.**

He then continued where he left off. "Anyway, my mother and Father then mated and created Me, and my...'brothers' and 'sisters'." Zushakon said, with a noticeable bitter tone. Twilight notice this, but before she could asked he continued. "That aside, My Grandfather also had two other beings with my mother. They were called Nug and Yeb, 'The Twin Blasphemies'. Nug is a worshipped among spirit or phantoms, as some call them, that rob graves and feed on dead bodies, while Yeb is the leader of Abhoth's cult, something I have...no real need to get into as Abhoth is an Outer God. Both of them closely resemble my mother. Nug is the parent of my uncle 'Cthulhu' and Yeb is the parent of my other uncle 'Tsathoggua', both via the influence of Yog-Sothoth."

"Cthulhu...I heard about him too in the Necronomicon. That he was a 'Sleeping God; Master of R'lyeh; High Priest of the Great Old Ones'...something tells me he's very important?" Twilight asked with an eyebrow raised, to which Zushakon smiles before he nods his head.

The forgotten floating coffee then began to take a different form. It took a form of a creature...much different then what Twilight had ever seen. It could...only be descried as some hybrid of an octopus, a dragon, and a...something Twilight couldn't tell, as she sees it's pulpy, tentacled head surmounted a grotesque and scaly body with rudimentary wings. It was very strong looking and seemed to be in a 'heroic' pose of all things.

"This is the form that lesser beings calm to be my uncles. I mixed of Human, dragon, and octopus. Aside from my Father, his power is unmatched by any other Great Old One. He...is the one that rules this planet. In his deep city of R'lyeh that lies underneath the deepest parts of the sea. I do not know why but this planet seems to have a lot of impotent history for my family here." Zushakon says, giving a shrug as he thinks back to all he was taught as he grew.

"Well what do you mean?" Twilight asked, before she noticed the change in the floating coffee as it began to change again. To that of her planet.

It was there that Zushakon places his hoof up to the coffee and makes it glow a...color...one that no being lesser to a Great Old One couldn't even begin to describe.

As the color faded the coffee then began to open to a flat portal-like opening and something began to be shown before Twilight. Making her eyes widen in amazement as she sees...equestria...the planet. "It's...beautiful." Twilight said as she watches the planet, seeing how it slowly rotated.

"I will show you everything, as my father had for the history of earth, the name it was called before you ponies renamed it." Zushakon said, giving a brief look to Twilight before looking back to the portal. "I've also had to make it...less detailed as certain things seen would drive you insane, and your language lacks the means for me to translate."

Taking a deep breath he began. "Hundreds of Billions of years ago after Azathoth's creation of everything, collisions in the giant disc-shaped cloud of materials happened in the reaches of space. Gravity slowly gathered this gas and dust together into clumps that became asteroids and small early planets human called called 'planetesimals'. These objects collided repeatedly and gradually got bigger, building up the planets that orbit this worlds sun."

"Wait...orbits the sun...planets...don't you mean they orbit us?" Zushakon looks to Twilight with a confuse look on his face. He then looks back to the portal and says. "This sun here is 109 times the size of this planet, and is big enough to hold over 1,300,000 numbers of THIS planet inside of it...why would you think that THAT orbits you?"

Silence meets him before he continues.

"Moving on, as the planet form it was then that the molten rock, caused by all the heated collisions broke off, forming this planets moon. As Many years went by The collisions seemed to had stop, allowing it to cool. With that and the comets and asteroids that can contain ice, melting it helped cool everything down and formed the mass amount of water. However during its cooling that was when earth first met with my kind."

Zushakon began to look...anger as he spoke. Twilight was about to ask what was wrong, before a bright light shined from the portal...no...it wasn't a light...it was fire. A giant ball of fire as it came down to the 'old' Equestria followed by small little firefly lights as well. "You remember that adversary I spoke of...That...was him...The Great Old One, Cthugha, an elemental spirit of fire. Also...light."

Zushakon's normal composed tone was changed to a angered more disgusted one as he talked about this Great Old One. And memories enter his mind of the...'encounters' they've had. He shakes his thoughts free from that. "Ah...Yog-Sothoth d mn it. Sorry for that...old pains." Zushakon said as he looked to the worried Twilight before continuing.

"Cthugha hid himself deep in the earth's core along with his servants, the fire vampires. A billion years after it finally cool down a race called the 'Elder Things' came." Twilight was shocked at the name 'fire vampires' thinking that they were anything like the ones she knew on Equestria as vampony's...before she quickly looked back to the portal...and her eyes widen in disgust, horror, and shock. "OH MY CELESTIA! WHAT THE BUCK IS THAT!?" She shouted nearly falling from her seat.

In the portal were creatures Twilight had never seen before as they were roughly six feet tall and had the appearance of a huge, oval-shaped barrel with starfish-like appendage at both ends. The top appendage was a head adorned with five eyes, five eating tubes, and a set of prismatic cilia for "seeing" without light. The beings also had five leathery, retractable looking wings. They had five sets of tentacles that sprouted from their torsos, which looked to divided twice into finer tentacles.

It was by far the most creepiest thing she had ever seen in her life...so far.

Zushakon allows a smile on his avatars face, at Twilight's reaction. "Those are the Elder things. They are a extremely advanced race. Those five leathery, retractable wings you see on them, were used both for in-atmospheric flight and for sailing through the "ether" a cosmic substrate of empty space. Their five sets of tentacles that sprouted from their torsos can be divided twice into finer tentacles that could be used for swimming and manipulation. Both their tentacles and the slits housing their folded wings were spaced at regular intervals about their bodies. Their bottom appendage were five-limbed and was used for walking and other forms of locomotion...very interesting don't you agree?"

Twilight look to the smug Great Old One...and she could swear, though he sounded serious, she felt like he was teasing her. With her face a shad of red, Twilight look back to the portal, giving a gulp of fear as she does...before she said. "Sorry...they...really are something...please continue." Zushakon does just that.

"The Elder things landed in the arctic part of this world, in the ocean, where they founded they're first city. They held a great command of biological principles and genetic engineering, and are known to have synthesized many lifeforms. You may even need to thank them for creating all life on this planet. You see during their building stage of life, they created the 'Ubbo-Sathla'."

Twilight then sees in the portal these 'Elder Things' as they watch a being that only be described as a monstrous fecundity was made.

"From the Ubbo-Sathla pawned the prototypes of all forms of life on this planet, on accident but the Elder Things saw no harm and allowed them to evolve, though whatever Ubbo-Sathla pseudopods touch is forever devoid of life. Ubbo-Sathla is destined to someday reabsorb all living things on Earth. Something...I'm not completely sure about. But who am I to question him...an Outer God." Zushakon looks to Twilight's shocked face at this. "I know...an Outer god, artificially created by a inferior race. As of now it's resting in a grotto deep beneath the frozen earth, guarding a set of stone tablets believed to contain the knowledge of...well I'll tell you of them later. Moving on...from Ubbo-Sathla, The Elder things bio-engineered the 'Shoggoth' s a race of servant-tools."

Twilight sees the 'Elder Things' create...a thing that looks a lot like 'Ubbo-Sathla'...but different as it was a blob of self-shaping gelatinous flesh. Which nearly made her sick again. "Oh...please tell me this is the strangest your history gets?"She says placing her hoofs to her head.

"We barley have reached the surface of it all." Zushakon said as the image then changed to what looked to be many cities. So Alien and different from the ones that were around now...and dare Twilight even think...they looked beautiful. Like something ripped straight out of a painting.

"900 million years later, The Elder things cities have spread all around the worlds oceans of the world. 750 millions after that the Flying Polyp's came to this world." The portal then showed a race of flying...beings with multiple mouths and...oh seriously it's best not to know.

As Zushakon was about to continue he found that Twilight wasn't sitting in the table anymore, which confused him. "That's odd...did she disappear again?" Before he heard the sound of a toilet flushing and sees Twilight walking back to the room, looking slightly sick. Zushakon didn't have to be 'all-knowing' to know what happened.

Giving a wave of his hoof, the portal closed, turning back to coffee and returning to the cup. A awkward moment then came around as Zushakon silently watch Twilight take a seat again...before he said.

"Um...I Apologize""I'm sorry."

The Two spoke at once cutting each other off for a moment. Giving a sigh Zushakon said. "You first then." Twilight nodded and spoke. "I'm sorry for running out like that but...those Flying Polyp's were Ugh..." Twilight said looking sick as she remembered the disgusting look the creatures had, far worst then even the Elder Things.

Zushakon places his hoof to his chin as he remembers them, as they looked in the portal. "Hmm...I guess I really didn't do a well as I had hope in changing the appearance of them." He said in a honest tone that would give a 'ohhh well' effect. Twilight look back to him in shock at this.

"Wait...you mean those things could look WORSE?!" Twilight nearly shouted as her mind began to to think of something worse those things could look like...her mind coming to a blank, as nothing she could think would be worse then what she saw. Zushakon then pointed his hoof to her and said. "You must recall that I had to make it less detailed as certain things seen would drive you insane, and your language lacks the means for me to translate...and I meant it. What you saw...was nothing compared to the real things. I simply used the human's description for them. Unfortunate I didn't recall any description for the Flying Polyp that they had, so I just tried to make them less...'like them' as much as I could, which I failed in. And I apologize again for that."

Twilight nodded at this. "Um...thank you...I'm sorry for running off like that and...vomiting. We could continue..." She says with a redden face as she seems to look away from him, most likely from embarrassment.

Zushakon places his hoof back to the table and enjoys the moment of silence that they had, before saying. "How about you simply ask me questions, I would continue with the history, but we were fortunate it was a Flying Polyp. There were other Great Old Ones that came here who's form is...much more alien then those, and I do not wish to accidentally drive you insane...we wouldn't want that attractiveness of yours to melt away in madness." He finishes with a shrug, not even realizing how his final words sounded like as he crosses his hoofs over themselves, leaning closer to the table as he does with a bored look on his face.

Twilight's eyes widen, as well as her redness of her face becoming worse. "A-Attractiveness! Y-you find me...attractive?" She said with shyness that could match her friend, Fluttershy. It wasn't that she like him but...the thought of having a god-like being finding her 'attractive' was a completely boost to her self-confidence.

"Yes...were you not paying attention? Would the words 'interesting' or 'entertaining' be better?" Zushakon said with his avatar giving an eyebrow raise of confusion. "As in not 'boring' or 'dull', can I be more clearer?"

The embarrassment that Twilight had became MUCH WORSE after a moment of revitalization that he found her 'attractive' like she would find a book attractive. To which she placed her face to her hoofs with her redden face. "AH- nevermind, it's um...just a pony thing again!"

Zushakon's avatar gives a small shake of his head as his rolls his eyes. "You Pony's and your unusual ways...so about those questions?"

Twilight almost instantly perk up at this. "Oh um...okay...give me a second." She said before flipping through her notepad, no doubt already having questions at the ready. "Okay...first, how old ARE you? You had to have lived pretty long no doubt, but you said that your Father told you of all the history and everything right...so..." Twilight let it hang their awaiting a responds.

To which Zushakon replied. "Well you are correct. I am one of the youngest of my race being created by my mother and father around when my Uncle first came here." Zushakon said as he place a hoof to under his chin, something he just realize he was doing a lot of today, as he continued. "That and when I was trapped adds a lot of time. To be honest, I'm not quite sure of my age anymore...then again age was but a number. All I truly know is that I've existed for quite some time."

Twilight wrote down more things as he spoke, before nodding her head and asking. "Okay...You said, a couple of times that you were trapped...how could a being like you be trapped? Also you said something about the stars and when they aren't in alignment you'll fall back in your 'cages'? In the Necronomicon it said that you may have been imprison cause of some things known as...the Elder Gods."

Zushakon gives a scoff at this, with an annoyed look in his eyes. "The Elder Gods...ugh, such an annoyance. First thing through, the book that you found and read, ISN'T the Necronomicon." Zushakon said, more forced then needed to stress that it wasn't.

Twilight's eyes widen slightly at that, before he continues. "The Necronomicon is...something more than a mere book. The one I thought it was, was the the one written by 'Abdul Alhazred'. He was a human poet...in some kind of 'court' in the city of Sana'a...a human city. He had spent ten years wandering in the deserts. In that time he learned much...and had visited many places. Those who have any dealings with the Necronomicon usually come to an unpleasant end, and Alhazred was no exception. I will not go TO heavy in the detail of this, but what he learn he had written in his book 'al Azif', the original title for the Necronomicon. In there are...instructions for rituals, information on Great Old ones and Outer Gods, documents talking about the biology of certain creatures, and countless other things no weak being should know."

Giving a wave of his hoof, the 'Necronomicon' that Twilight had read appeared at the table. Shocking her as it seemed to appeared out of nowhere. The book then opened and flipping through pages. Before stopping at a certain page. Look at it Twilight found it was of beings know as The Elder Gods.

'The Elder Gods are immortal entities, generally distinguished from the Outer Gods and Great Old Ones by being less unbearable to behold (some choose to appear as Bipedal-like figures, though their majesty is still awe-inspiring and humbling to mere mortals-like beings), and by being less generally inimical to humanity. Some Elder Gods are known to help weaker beings who have dabbled in the truth of their world return to relative safety (though never to an untroubled psyche); it would however be a mistake to assume they are inevitably benevolent. At best, they are still vastly superior to weaker beings and have minds and motivations beyond normal understanding; their seeming friendliness may well be coincidental, or due to reasons we cannot fathom.

The Elder Gods have no description that could be place in human words, however some had said that they appeared in bright light, or beautiful colors. Their power is unknown, but enough to have been the ones to imprison the old ones. How they had done this is unknown though.'

Zushakon gives a scoff at this. "This is very little information...but what it says about most of it is true. The Elder Gods were the ones that trapped us. I don't know the whole story, but after my uncle had a war on this planet with the Elder Things and made 'peace' with them...the Elder Gods stepped in. They didn't do much though...but as time moved on their influence became much more...noticeable. Mainly for the race that came before yours...humans." Zushakon then moves off his seat and began walking to a window to look out.

Viewing the night sky and the beautiful stars, he knew were for different worlds.

"I don't know much, honestly...The Elder gods were very secretive. I think the only ones to truly know a thing of them were the Outer Gods. All I know was that they had some...some kind of interest in the human race. Something me and MANY of my kind didn't understand." Zushakon gives a deep sigh. "My uncle had a great city...'R'yeh'. It was beautiful and powerful. He and another race called the 'Deep Ones' built it...before it sunk to the bottom of the ocean, millions of years after it was built. He was sealed within and placed in a deep sleep along with his followers. This was the Elder Gods doing. Many other beings had the same thing happen to them were they become trapped...My Father...I...were no exception."

Zushakon becomes quiet as he remembers. He was a few millions of years old, but was still young for a Great Old One. Before he was taken from his father and placed in some dark corner of the world, confuse and alone. Not one of his best moments...he can't help but think that he was there once more right now. Alone and confuse of where his family is and what has happened.

 **What was that saying the human's once had...if you don't learn from your history you are doomed to repeat it. Well I am repeating it and STILL had learn nothing.**

"I'm...sorry to hear that...and what about how you were trapped? Was it any to do with the Elder Things?" Twilight asked as she looked to Zushakon with pity. Wondering if he was gonna be alright.

The Black Alicron looks back to her...before looking down and giving a defeated sigh. "No...in fact, I don't even remember how I was trapped." Twilight's eyes widen as she replied. "You don't remember? Did you hurt your head or something?"

Zushakon shook his head at this before he replied back. "No...Nothing like that could harm a Great Old One's memory. The only reason for it...was if a being MUCH more powerful then I took them from me. That list a small number of beings, most of which are Outer Gods. I don't even know where to begin." Zushakon sits down to the floor and places a hoof to his head. "To know I was someone's play thing...it...it is displeasing to say the least."

Silence filled the room for a moment as Zushakon doesn't say no more, and Twilight simply waits.

It wasn't till a nearly a full minute of this that Zushakon shakes his head and walks back to his seat. "Please, continue with your questions." He said as he sat and looked to the sadden Twilight, who upon hearing his request seemed to regain her composer.

"Okay...what are those...'humans' you talk about." Twilight asked, remember how often he talk of them. "I mean...you do say a lot about them...and with the Elder gods and all-" "Humans are by far the worst race I've known of." Zushakon said, shocking Twilight by how blunt he was. She saw that he had his head looking down, and could see that he was disgusted.

"W-where they...evil?" Twilight asked with her note pad at the ready. With how Zushakon spoke...his tone told her he had known of them for a long time and hated every second of it.

Zushakon shakes his head at this before he looks to her. "Humans were a race that...are by far the most arrogant and foolish, even worse than Elder Things. They were weak...and that's what made them dangerous. Not for my race or others...for themselves." He places a hoof over his eyes as he remembers everything humanity has ever done. "I have seen their violence...cruelty...and greed. I've seen how they've take for granted all of their land and homes. But most of all...I've seen their treatment of themselves."

Twilight looks up from writing in her note pad to Zushakon, his hoof was off his face and she saw him...sad. As in he had actually emotion in his eyes beside the normal emotionless one or smirk. "It may be right for me to say I pity them...if so many weren't so disgusting or awful." Zushakon lifts his hoofs up to his face and looks to them. "Many worshiped my kind...and they did horrible things in our name." Zushakon eyes close and he gives a disappointed sigh.

"I'm sorry to hear that..." Twilight said, not helping but to feel awkward as one question bump around in her mind. "What...did they do?"

Zushakon looks at her with a stern look. "Pray that you never find out." His tone nothing but the cold bitterness, before he looks back to his hoofs. "I noticed that you ponies...have different colors for your fur. Can you imagine if you hated each other just for that? Humans did...or even something as stupid as prejudice. But...even in there darkest parts...I've seen some good in them. Those humans, very few I've learn to respect." Zushakon said remembering the few humans that stood against his race, even if all was lost.

"There were very few of them. A male named Anton Zarnak. He saw me while I was...dealing with some...'annoyance' who took something of mine. But instead of worshiping me he fought against me...I respected him for that. There was another...long before him. His name though escapes me, but there was ONE thing I remember...he killed a Great Old One."

"HE KILLED A GREAT OLD ONE!" Twilight shouted in surprise, leaning forward with her hoofs on the table. "HOW COULD HAVE THAT BEEN POSSIBLE!?" Zushakon gives a smile at this though. It was a very old memory that it happened. And word had gotten out that a mere human killed a Great Old One, most of his race...simply couldn't believe it.

"I don't know how...but there was ONE thing I remember about him. It was his choice of weaponry. It was a sword...but not. Couldn't have been...It was too big, too thick, too heavy, and too long. It was more like a slab of Iron. He wield it with the graze of the most beautiful dancer. Here's something you should know...humans come up to around one meter...this blade was slightly bigger and weight twice as much as him." Zushakon said with a smile as Twilight's jaw just fell open.

"That's...impossible." She mutters as he mind tried to imagine what a human would look like, to be that powerful to kill a Great Old One. Zushakon just keeps his smile as he looks to scared pony. "Relax...He died a long time go, unless he founded immortality." Zushakon said placing a hoof under his chin with a curiosity look on his face.

As Twilight began to spaz out Zushakon feels something coming from his avatar's throat. It took a moment till he realizes...he was chuckling. This snaps Twilight out of her spazzing as she hears him, before blushing and looking away. Zushakon then continues. "But...there's one human, I remember perfectly...that managed to do THE impossible."

"Wait...as in more impossible to kill a Great Old One!?" Twilight said looking back at him in surprise. "What was his name?"

Zushakon just smiles without saying a word, confusing Twilight. Till she heard the sound of a book closing, and moving towards her. She looks down and right in front of her was the closed Necronomicon. With Zushakon's hoof pointing to the name 'H. P. Lovecraft'.

Before Twilight could say something Zushakon spoke. "I didn't recognize that name at first...but while I was reading that book...I began remembering that way of writing...of him. The one that listened." Twilight looks back to the book as she hears it open again, before it began turning page after page...before landing on one.

It was a black and white picture of some...creature. Twilight didn't know what it was, but it had two eyes, a nose, a single mouth, and two ears...it was surprisingly normal compare to the other things that Zushakon showed her. "This...was Howard Phillips Lovecraft. He was a...strange man to say the least."

"What did he do?" Twilight asked as she begins to read some text that was under the picture. Saying that he was an author. "I mean...to get your respect...he must have done something..."Twilight goes silent to try to think of what this human must had done.

"He listened." Zushakon said, his voice barely above a whisper. Twilight blinked with a widen eyes for a moment and asked. "He...listened? What do you mean listened...like with how I'm listening to you?" She said with a confuse tone, which only grew as Zushakon shook his head.

"No...he truly listened to us." Seeing the confuse look on her face only increase Zushakon gives a sigh. He then beckons Twilight with his hoof to come closer. Though heavily confused Twilight lean her head closer to him as he wanted, giving a slight blush as she feels his snout of her ear. Before she could ask anything...Zushakon whispered to her...in his true voice.

" **L'** **i** **K,** **e`** **T** **h^** **I** **'s** **.** "

With just two simple words Twilight falls from her seat to the ground screaming in pain.

She hoofs kicking wildly as blood leaked from her ears with tears in her eyes. The inside of her head ringing in pain, worst than any other pain she ever felt. Her horn was lite up with magic, casting random blast of spells to shoot from it. Hitting random things around the room, as well as knocking the table over.

Zushakon calmly moves off his seat and looks to the down pony. Screaming and crying. He tilted his head to the side, avoiding a blast to his head. He watches it hit the wall, leaving a noticeable hole in it. Zushakon then trots to the down pony and places his hoof to her head, not caring for the blasts that stroked avatar's body. "Calm yourself." He called to her struggling form, keeping his hoof to her head. As her thrashing began to be a nuisance Zushakon focus on her body. Twilight stood stiff, as if she were dead, and even stopping her constant blasting. Her screaming was stopping though "I will repeat myself...calm yourself." Zushakon says, more harshly as he focus more on her mind to fix what had just broken.

Just then Twilight's screaming began to stop, she gasp for air as her eyes began to quickly move around her before falling on Zushakon. "W-what happened...why can't I move?!" Twilight said, in a panic as she struggled to look around, seeing that the kitchen was damaged, looking to had a mini-tornado run throw it...or Pinkie-Pie on a sugar rush.

"Relax Twilight." Zushakon says before taking his hoof off her head. Suddenly Twilight could feel her body again. Moving to a upright position she looks around her, taking in all the damage. "I spoke to you in my real voice through this avatar. Your mind and body rejected it though...I had to hold your body down and erase your mind of it." Twilight looks to Zushakon in shock at this.

"Your...real voice?" Twilight asked before remembering what he said about H.P. Lovecraft and how he listen to them. "You...all spoke to him. And he didn't...react like I did." Twilight said before she place her face in her hoofs in embarrassment.

Zushakon sees this and places a hoof on her shoulder, a comforting thing he know that humans did, and said. "It is find. Your species is young and not really for anything of my true form, wither it be physical, mental, or even sound wise. The human man known as H.P. Lovecraft to many was unlike any that I or any of my kind had seen. Too be honest some of us were even sure he was human at all. As he spoke and look at our true forms. He was honestly a wonder- and I just realized you urinated on me during all of that."

Twilight quickly looks up from her hoofs and found that she indeed...'urinated'. No doubt from the pain and fear that she felt earlier, and Zushakon's other hoof was in it. Her face the brightest shade of red it could be, she looks to Zushakon. "Uh...um...Zushakon...are you okay?"

To say that she was scared would be understandable.

Zushakon though...simply looks to the wet hoof. Picking it up to his face even and looking closer at it. He then looks to Twilight and back at the hoof. Then back to Twilight. He does this a few more times before he then looks up with a confuse look on his face. "Huh...I just got peed on by a pony...who ask if I'm okay. Me a Great Old One...was just...hmm this is amazing, I believe I'm numb with unbelievable rage. I mean if I was in control of myself now, I think I rip your organs from your skull while you beg for mercy. Do you have a wash room that I may use?"

"Um...upstairs." Twilight says, a little hesitant. Zushakon nods his head and leaves the room, leaving Twilight to clean...the mess. As she grabs rag from her sink and cleans the spot with her magic, Twilight mutters to herself.

"I can't believe that happened, I mean for UGH!" She shuttered as she was disgusted with herself. She then looks around the room. The table was flipped, holes were everywhere, and it smell of pee...all thanks to her. She gives a deep sigh. "This is unbelievable...how can this get any worse?"

Suddenly a very distinguishable light appears behind her, in the other room with her still sleeping friends. "My goodness! Twilight are you here?! I brought the elements, what happened?! Why is everpony sleeping!? Why do I smell urine!?"

Twilight throws the rag to the floor and walks to the other room muttering. "Had to f cking tempt fate didn't I!"

 **(Oh by Cthulhu's AMAZING beard. This took TOO freaking long and with TOO much words. I mean sweet Zushakon tap-dancing Hastur with dinner with dinner a show and a kiss good night. Thank ANYONE, or anypony if that's what someone of prefer to be called on here on this site, for waiting. I was GONNA put the WHOLE Cthulhu Mythos in this chapter...but after about 11,000 words of JUST THAT, and was so boring...I gave up, erase EVERYTHING, Restarted the chapter, had a bit of issues here and there. But here it is. I'm sorry I could put the WHOLE Mythos, seriously it's only like 15% of it all, but trust me, the other was TOO much.**

 **If you want the whole Mythos, there is a video on YouTube to explain, just look up 'Cthulhu mythos' on it, I think it's literally the first video. Watch it if you want...**

 **Anyway, thank you for waiting, please tell me what you think.)**


	8. I think the term is' sht is real now'

Zushakon gives a sigh as he wipes his hoof clean, using his telekinesis to hold up the rag and wash his hoofs with only minor

He takes a moment to smell it, before placing it back to the running water. **Why of all the aromas that is made from all these lesser creatures is the smell of urine the most difficult to rid of!?** He washes his hoofs again, stubbing harder than before to rid the smell.

Only to smell his hoof again and he found that the smell STILL haven't left, a price to pay for his extra strong senses.

Having enough and remembers he had left Twilight waiting; something his mother had told him MANY TIMES to never do when it came with females, whatever the reason was he didn't really know. So with a roll of his avatar's eyes Zushakon bites down on the reeking appendage and rips it off without a second thought.

He opens his mouth and lets it fall the ground, making it dissolve in a mass of moving shadows as a new hoof grew to replaced the old one in a instant.

He testiest the new hoof, moving it around, and making sure he could place weight on it correctly without him falling over himself, Zushakon speaks out loud to himself; and old habit he got from Humans. "This body is so...weak. But even my human body was that easy to break apart." The Great Old One groans as he gave another small roll of his eyes. "But it'll do I suppose."

His thoughts then turn to Twilight Sparkle and thinks about her. **She is curious, very much like a human...though...very odd. And that energy earlier though.** He thinks as he remembers that glow that appeared around her horn and that it was the same thing he felt from that mark that was on her back legs. It really had seemed familiar to him, a lot like the powers of the rituals the humans would use to summon his kind. **Could it be that she learned to...no then it would also mean that the one called Rarity had learn of this power when I saw her hold that cloak I had...and there she definitely does not seem the type to learn such knowledge. This also goes for the mark that she and the other ponies here have. This...'cutie-mark'...is it truly how those children said it was? Is it like those 'tatoes' those humans like? No...there wasn't any ink there or some sustains like it. Do all of them have that energy in them?**

Zushakon leaves the bathroom and begins to walk down the stairs as he begin coming up with his own theories. As he makes it to the stairs he spoke, loudly enough for Twilight's hearing to pick him up hopefully. "I apologize for my leaving Twilight...in other news I've been wondering about you're 'magic' and I would like a true demonstra-"

Zushakon doesn't get to finish as he was then forced to the wall by a blast of pure magic. As his avatar's blood spatters against the wall, Zushakon coughs as blood gasp from his mouth. He could feel the numerous broken bones in his avatar scrap across each other as he forces himself to look at what hit him, finding the white Alicorn with her horn glowing a golden light.

"Well...I had asked for that." Zushakon muttered as he picks himself up among the steps. Before he could even try to stand to his hoofs though, Celestia shoots him again with magic, this time causing him to fall down the rest of the stairs.

A small groan of annoyance is heard as Zushakon lays on his back, noticing his avatar's spine was broken this time. **That gonna take a while to heal right.** Zushakon thinks before he hears Twilight shout. "Princess, what the F ck are you doing!?" Zushakon could see the from the corner of his avatar's eye that Twilight was a little away from her teacher, in clear shock of what just happened.

"Twilight, watch you're language!" Celestia said as she was shocked from her student's outburst.

"Oh I'm sorry Princess, BUT You just shot down a Great Old One, and made him fall down some bucking stairs!" Twilight said back before she moves to Zushakon's side. "Oh my goodness, Zushakon are you okay?" She said trying to help him as her horn glowed in a pink light. Zushakon could see the look of worry she had, that became in fear as his broken body twisted and shift as she picked him up.

He paid it no mind though as he was simple was confused by her. He felt this concern wasn't for her or her peop- er...ponies. But for him. She was concern for him.

"Do not worry...This avatar has taken damage but it is still nothing to me." Zushakon says as he looked to Twilight with his own curious look. **Then again, it is embarrassing to know that this weak creature knocked me down, ohhh uncle would be having a the time of his life mocking me.** Just as he finishes that though he was dropped to the floor.

He looks up from the ground and sees Twilight was covered in a gold glow being pulled away from him and back to Celestia's side.

"Twilight stay away from him." Celestia said in a semi-harsh tone as she looked down at the 'fallen' Great Old One. "As for you, what did you do to the others!?" She said referring to the still sleeping pile of everypony, that laid a bit away from Zushakon.

The sound of bones creaking and popping in place is heard as Zushakon turns over to his avatar's belly and tries to stand...key word on 'try' before Celestia blast him again, knocking him to the floor, with the front of his chest steaming as the fur on it was burn clean off. "AH!" Zushakon cried as he realize that attacked felt familiar...Cthugha familiar.

This was the light of that cursed sun.

Now he was truly annoyed as he looks to the white alicorn in front of him, giving him a glare of pure hate as her horn glowed a brighter light then before as her wings were spread out. "Do not stand up...the next shot, WILL hurt even worst!" She threaten to him as she moved her head down a little, ready to blast him again.

With a glare in his eyes, Zushakon takes a breath to calm himself down. His eyes then looked to Twilight, and saw she was backing away from her teacher with a look of fear and worried, keeping her head low and quivering slightly. Zushakon didn't need to read her mind to know what she was thinking. She was worried for her teacher.

Giving a sigh he then looked to the Princess. "What do you want of me?" He asked in a calm voice as he moved to his stomach, his chest fur already fully healed back to normal, to the shock of the Princess. She quickly snapped from her shock and said. "I asked what had you done to the others! I've tried to wake them, but Twilight had told me that you laid them to sleep!"

Her tone was of anger. But it wasn't for this. Something happened, he could tell from the rage in her eyes. "I see." Zushakon spoke, before he stood up. Celestia was quick to shoot at him again.

Too bad Zushakon knew it was coming this time, but didn't make a move to get out of the way, as the blast was stopped...as if it hit a wall. Celestia eyes widen as she saw that, but before she could fire again, she suddenly felt something grab her by her throat and pull her down, slamming her bottom chin to the floor.

Celestia tries to move or even speak, but then she saw what grabbed her. It was a a tendril, made completely from the shadows of the ground. It then wrapped her mouth, and she felt several more cover her body, trapping her. She tried to channel to her horn for a spell, before she felt a hoof lay on it. Her eyes snap to look up to Zushakon staring at her with a look of complete emptiness.

"I'll break it." He spoke coldly as he stared down at her with his cold empty eyes, as he 'lightly' pushes down at the horn.

And by lightly to a Great Old One was near a ton of pure pressure to Celestia as she felt her horn was gonna be tore right off and he'll smash her brains in. "I refuse to be placed down as a weakling like your subjects...no offence." He said turning to Twilight with his normal a neutral look, finding that she still held a look of fear as her eyes were shifting between him and her trapped teacher.

Zushakon then looked back to the Princess. "Now as for the others...they didn't see me at my...'best'. I simply wiped their minds and lay them to sleep, better for a future meeting." Zushakon sees Celestia's eyes widen as he says this. "Yes Princess...for a Great Old One the wiping of minds is a simply matter. You're Student has experience this at first hand." Celestia was going to look to her student, but was stopped as Zushakon's other hoof slams in front of her eye, blocking it from seeing her.

"Do refer from looking away from me as I speak to you." Zushakon said, his voice keeping it's cold tone as Celestia's eyes met his avatar's. "Through honestly, I am a bit rusty with most of this worlds customs...I know It's not polite to not look at someone you're talking to." He then leans down to look in her eyes closer.

He could see her begin to sweat, and her eyes quiver. With his Hoof on her horn he noticed she wasn't making that glow no more. **Fear...Such a powerful weakness.** He thinks for a moment before he looks to Twilight again with a side glance. Noticing she held a pleading look on her face. Silently asking him to not hurt her teacher.

Zushakon gives a sigh, realizing this was really not helping him in the long run. He then looks back to Celestia and takes his hoof from her horn. "I shall free you now...but know if you bring harm to me again...I will harm YOU." Zushakon said as he steps away from the princess and walks to Twilight. Celestia feels the tendril's holding her disappear, allowing her to stand though she could feel her body feel...'weaken' from the hold he had.

Twilight is visibly shaking as Zushakon walks to her, now noticing...a gold case near her that seem to give some kind of energy from it. "Ah, I believe those would be the elements correct?" He said in a curious tone, before his eyes look to Twilight who was, as the human's would say frozen stiff.

Zushakon lays a hoof to her shoulder. "Calm yourself Ms Twilight." He said snapping Twilight from her frozen fear at his touch, and her eyes look to his hoof and back to his face. Her face becoming a slight red, but Zushakon ignore that.

"Do not fret, I will not kill your Princess or any of your specious...at least not till I'm sure if there is a Outer God watching over all of you. After that..." Zushakon just lets that hang their before he pulls his arm away and stares down at Twilight for a moment, watching her squirm under his gaze.

She then gives a deep breath, before she looks to him, her horn glowing as the case was picked up in the same glow before being brought to him, as it opened. In it Zushakon sees on top of pink cushion were...six pieces of Jewelry. The only one really sticking out was the gold tiara. "I...see." He said, with a slight disappointment in his voice.

Though not a lot...he was expecting something...more.

"Twilight what are you doing!?" Celestia's voice suddenly called out to him with a shocked expression as her student was just showing the elements to this 'monster'. Zushakon gives no doubt the hundred sigh that day as he looks back to her with a glare as Twilight closes the case and pleases it back down.

"I am losing my patience with you Princess." He says as he turns his body to her, and for a moment Celestia could see his eyes then darker, and the skin under his fur crawl, like something was moving in it. "I suggest it be wise if you remain silent. From the single two times that we had met, here and before, I have to say I've grown far tired of you and your arrogates. So...I will ask you kindly to learn from you're student as she had been polite and respectful. A teaching that one SHOULD expect to come from the teacher rather then the student, or has that changed with time?"

He finishes with tilting his head a little and raising an eyebrow, keeping the annoyed look on his face. He could see the anger in Celestia as her eyes seen a glare and her teeth clutch shut. Zushakon though pays it little mind as he looks back to Twilight. "I truly mean it though. You've been one of the most pleasant of company that I've had in the many years of my life. To which I do thank of you Ms. Twilight Sparkle."

Twilight face grows red at the complement and she nervously replies to him. "Um, thank you Lord Zusha-" "Don't call me Lord." He stops her before she could finish and looks back to Celestia. "I simple don't understand what are you trying to achieve from...'this'." He gives a gesture to the the semi-burn marks on the walls of the stairs and of below them. "Is this you trying to threaten me?"

Suddenly the case holding the elements of Harmony are pulled straight up to next to Zushakon. "You've brought these...pieces of so called Harmony...'Harmony'." He speaks the word as if it was some kind of bad joke. "What do you know of truth Harmony...allow me to guess what you're...'psychological' thought is. That chaos is something to look bad to...correct? After all, these elements are a last resort to restore and enforce the balance of peace and order if what Twilight had told me is true? What Foolishness, to think of chaos and order as something two different things."

Zushakon said with a ghost of a smile at the end.

This made Celestia rage grow further. "Enough, I will not just stand her and be insulted by a mons-" "There you proceed again with that word, 'monster'...for a being that has lived for over a thousand years, you're truly like a child. Throwing around a word that you do not even know the true meaning of." Zushakon interrupted her and takes a step forward, watching as Celestia took a step back in responds.

Twilight then rushes in-between them. "Enough!" She cried out as she looks to Celestia. "Princess please stop antagonizing him. PLEASE! I know what he'd did to Luna and my friends was wrong, but getting angry and trying to fight him would get us NOWHERE!" She shouted at the end as she stood in front of her teacher with a pleading look on her face.

Celestia stared back at her in shock for a moment, before it turn to a look of remorse as she looked to the ground. "I can't do that Twilight." She then looks to Zushakon with pure rage as tears began to fall from her eyes. "Not after the horrible things his followers have done!"

Twilight eyes widen as she heard this. "W-what?" she asked as she felt she didn't hear right, so Celestia told her.

"Not all the Diamond dogs were KILLED...five were left and they...and they..." Tears came down Celestia's face as she could barley bring herself to say what happened next. "...In Zushakon's name...they were murdered...tortured...and...and..." She stopped as she looks down with her eyes tightly shut. "...over thirty of...of stallions, mares,...and foals bodies were found." Her voice breaks at the end as he mind thinks back to the horror she saw. She holds a hoof to her face and try's to wipe the tears away as best she could.

Before she looks back to Zushakon in rage. With tears in her eyes her horn glows once more. "No more, because of you so many of my subjects have suffered!"

Twilight eyes were in completed shock and horror. She couldn't believe this. From what Celestia had said, this was in Canterlot, one of the most guard places in all of equestria...so how could something so horrible happened there. Twilight holds a hoof to her mouth as she feels

nauseous at the thought of such horror.

She then looks to Zushakon, to see what he was thinking of this.

And what she saw was...a look of horror on the Great Old One's face.

His eyes were wide, and his mouth was partly open. Twilight could see...he was taking...quivering breaths, as his own pupils shrunk in size. "This...better be a joke." He...spoke quietly yet...Twilight feels he was saying it right to her ears. "I hope to Azathoth himself that you are truly making a joke and if you are it is NOT FUNNY!" He nearly shouts as he stomps forward.

Every source of light in Twilight's house suddenly disappears, leaving them in the dark with only the moonlight from the windows allowing them to see anything. Before she knew it Twilight hears her teacher scream in pain. She turns and finds Celestia on the ground in pain, holding her head in her hoofs.

As soon as it started, was how quick it ended as Celestia stops her screaming...and Zushakon spoke in rage. "not again... **NOT AGAIN DAMN IT!** " Twilight feels as if the darkness around becomes alive, the air grow dense and a cold chill go through her spine. She then hears...the sound of bone breaking...the smell of blood hits her like Pinkie on sugar rush driving a train.

Just then she feels...something in the room. Something...powerful.

The darkness grows. It covers everything, no longer had Luna's moonlight had come. All that surrounded Twilight was complete darkness. She calls out for Celestia, but reserves no answer. Fear covered her mind as she began to panic...till a voice echoed in the dark.

" **...I am stepping out. Watch you friends and Teacher Twilight. I...will correct my mistake.** The voice spoke...softly and yet firm. It sounded like Zushakon...but didn't. And before Twilight knew what to say, the lights return...and Zushakon is gone. Leaving her alone with Friends as they were just waking up, and a traumatize looking Celestia as she laid on the floor.

"Z-zushakon?" Twilight spoke in confusion as she wonder where did he go...what did he mean by mistake.

At Canterlot, in the royal palace's infirmary, was a young foal. His name...was Pipsqueak. And the poor child was alone. The Nurse and Doctors told him to sleep, but he couldn't. His own crying kept him up. He just sat up in his bed in the dark room with only the light of his favorite princess allowing him to see. He wasn't looking around though as he simply stared down at himself, not caring for the tears that left his eye.

"Mama...papa..." He mutters quietly to himself as he sobs continued. He brings his hoof to his side...feeling one of several scars that were on his body, all of which were stitched closed and gone of fur, making them really stand out.

Even with the bath they gave him...He still felt...dirty after what happened. He could still taste the diamond dogs...and his...'bottom' still hurt. He moves his hoof moves up from his side and remembers his father as he was jokingly talking of how their vacation in Canterlot was gonna cost them and...arm & a leg.

His hoof feels at his stub that was once holding his left arm as he thinks just how right his dad was.

Suddenly...the room grows darker...insanely darker. As if the shadows of the night skin was eating the light. Pipsqueak wanted to scream...for help, for somepony to save him...he was too scared though as he tried to back away, only managing to silently mutter to himself. Till a voice spoke.

" **Hello...Pipsqueak.** "

 **(Author's Note:**

 **I find it funny that I finished this chapter in two days. well any-who thanks to all that waited. I really am grateful.)**


	9. News

Not a new chapter...just something here to tell everyone (or am I supposed to say everypony) here that I'm remaking this thing. Just something to look for, as it's literally called the "Dark silent one: Remake" I hope I do a better job with that one and hope you enjoy.


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